Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | NEW ATLAS HOLDCO INC. |
Entity Central Index Key | 0001984060 |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 93-2154509 |
Entity Primary SIC Number | 1311 |
Entity Address, Address Line One | 5918 W. Courtyard Drive |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Austin |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78730 |
City Area Code | 512 |
Local Phone Number | 220-1200 |
Entity Filer Category | Non-accelerated Filer |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 5918 W. Courtyard Drive |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Austin |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78730 |
City Area Code | 512 |
Local Phone Number | 220-1200 |
Contact Personnel Name | John Turner |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 03, 2022 | Dec. 31, 2021 |
Current assets: | ||||
Cash and cash equivalents | $ 341,674,000 | $ 82,010,000 | ||
Accounts receivable | 85,940,000 | 73,341,000 | ||
Accounts receivable - related parties | 0 | 1,051,000 | ||
Inventories | 3,301,000 | 5,614,000 | ||
Spare part inventories | 13,506,000 | 10,797,000 | ||
Prepaid expenses and other current assets | 9,847,000 | 5,918,000 | ||
Total current assets | 454,268,000 | 178,731,000 | ||
Property, plant and equipment, net | 700,018,000 | 541,524,000 | ||
Finance lease right-of-use assets | 36,609,000 | 19,173,000 | ||
Operating lease right-of-use assets | 4,188,000 | 4,049,000 | ||
Other long-term assets | 3,537,000 | 7,522,000 | ||
Total assets | 1,198,620,000 | 750,999,000 | ||
Current liabilities: | ||||
Accounts payable | 47,681,000 | 31,645,000 | ||
Accounts payable - related parties | 177,000 | 154,000 | ||
Accrued liabilities | 51,380,000 | 30,630,000 | ||
Current portion of long-term debt | 29,746,000 | 20,586,000 | $ 15,563,000 | |
Other current liabilities | 12,224,000 | 5,659,000 | ||
Total current liabilities | 141,208,000 | 88,674,000 | ||
Long-term debt, net of discount and deferred financing costs | 101,201,000 | 126,588,000 | 159,712,000 | |
Deferred tax liabilities | 39,070,000 | 1,906,000 | ||
Other long-term liabilities | 38,012,000 | 22,474,000 | ||
Total liabilities | 319,491,000 | 239,642,000 | ||
Commitments and contingencies (Note 7) | ||||
Redeemable noncontrolling interest | 802,443,000 | 0 | ||
Stockholders' / members' equity: | ||||
Members' equity | 0 | 511,357,000 | ||
Preferred stock | 0 | 0 | ||
Additional paid-in-capital | 44,150,000 | 0 | ||
Retained earnings | 31,536,000 | 0 | ||
Total stockholders' and members' equity | 76,686,000 | 511,357,000 | ||
Total liabilities, redeemable noncontrolling interest and stockholders' and members' equity | 1,198,620,000 | 750,999,000 | ||
Atlas Sand Company LLC [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 82,010,000 | 40,401,000 | ||
Accounts receivable | 73,341,000 | 29,135,000 | ||
Accounts receivable - related parties | 1,051,000 | 283,000 | ||
Inventories | 5,614,000 | 3,199,000 | ||
Spare part inventories | 10,797,000 | 7,207,000 | ||
Prepaid expenses and other current assets | 5,918,000 | 4,048,000 | ||
Total current assets | 178,731,000 | 84,273,000 | ||
Property, plant and equipment, net | 541,524,000 | 458,317,000 | ||
Finance lease right-of-use assets | 19,173,000 | 0 | ||
Operating lease right-of-use assets | 4,049,000 | 0 | ||
Other long-term assets | 7,522,000 | 1,260,000 | ||
Total assets | 750,999,000 | 543,850,000 | ||
Current liabilities: | ||||
Accounts payable | 31,645,000 | 12,180,000 | ||
Accounts payable - related parties | 154,000 | 617,000 | ||
Accrued liabilities | 30,630,000 | 9,153,000 | ||
Current portion of long-term debt | 20,586,000 | 15,563,000 | ||
Deferred revenues | 0 | 2,000,000 | ||
Other current liabilities | 5,659,000 | 1,125,000 | ||
Total current liabilities | 88,674,000 | 40,638,000 | ||
Long-term debt, net of discount and deferred financing costs | 126,588,000 | 159,712,000 | ||
Deferred tax liabilities | 1,906,000 | 1,908,000 | ||
Asset retirement obligation | 1,245,000 | 1,179,000 | ||
Other long-term liabilities | 21,229,000 | 1,716,000 | ||
Total liabilities | 239,642,000 | 205,153,000 | ||
Members' Equity [Abstract] | ||||
Unit-based compensation | 20,379,000 | 19,701,000 | ||
Other Capital | (882,000) | (882,000) | ||
Total members' equity | 511,357,000 | 338,697,000 | ||
Stockholders' / members' equity: | ||||
Retained earnings | 84,722,000 | (87,260,000) | ||
Total liabilities, redeemable noncontrolling interest and stockholders' and members' equity | 750,999,000 | 543,850,000 | ||
Atlas Energy Solution INC [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 10 | $ 10 | ||
Total assets | 10 | 10 | ||
Stockholders' / members' equity: | ||||
Total stockholders' and members' equity | 10 | 10 | ||
Common Class A [Member] | ||||
Stockholders' / members' equity: | ||||
Common stock | 571,000 | |||
Common Class A [Member] | Atlas Energy Solution INC [Member] | ||||
Stockholders' / members' equity: | ||||
Common stock | 10 | $ 10 | ||
Common Class B [Member] | ||||
Stockholders' / members' equity: | ||||
Common stock | $ 429,000 | 0 | ||
Class A units [Member] | Atlas Sand Company LLC [Member] | ||||
Members' Equity [Abstract] | ||||
Common Unit, Issuance Value | 276,273,000 | 276,273,000 | ||
Class C units [Member] | Atlas Sand Company LLC [Member] | ||||
Members' Equity [Abstract] | ||||
Common Unit, Issuance Value | 94,640,000 | 94,640,000 | ||
Class D units [Member] | Atlas Sand Company LLC [Member] | ||||
Members' Equity [Abstract] | ||||
Common Unit, Issuance Value | 36,225,000 | 36,225,000 | ||
Class P Units [Member] | Atlas Sand Company LLC [Member] | ||||
Members' Equity [Abstract] | ||||
Common Unit, Issuance Value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2023 $ / shares shares |
Preferred stock, par value | $ / shares | $ 0.01 |
Preferred stock, shares authorized | 500,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 |
Common stock, shares issued | 57,147,501 |
Common stock, shares outstanding | 57,147,501 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.01 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 42,852,499 |
Common stock, shares outstanding | 42,852,499 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total sales | $ 161,788 | $ 131,323 | $ 315,206 | $ 191,177 | |||
Operating expenses: | |||||||
Cost of sales (excluding depreciation, depletion and accretion expense) | 63,504 | 47,050 | 126,059 | 71,495 | |||
Depreciation, depletion and accretion expense | 9,433 | 6,404 | 17,952 | 12,571 | |||
GrossProfit | 88,851 | 77,869 | 171,195 | 107,111 | |||
Selling, general and administrative expense | 12,183 | 5,365 | 20,687 | 10,640 | |||
Operating income (loss) | 76,668 | 72,504 | 150,508 | 96,471 | |||
Interest expense, net | (521) | (3,904) | (3,963) | (7,894) | |||
Other income (loss) | 118 | 514 | 302 | 1,608 | |||
Income (loss) before income taxes | 76,265 | 69,114 | 146,847 | 90,185 | |||
Income tax expense | 5,054 | 593 | 12,731 | 818 | |||
Net income (loss) | 71,211 | 68,521 | 134,116 | 89,367 | |||
Less: Pre-IPO net income attributable to Atlas Sand Company, LLC | 0 | 54,561 | |||||
Less: Net income attributable to redeemable noncontrolling interest | 32,693 | 39,303 | |||||
Net income attributable to Atlas Energy Solutions, Inc. | $ 38,518 | $ 40,252 | 89,367 | ||||
Earnings Per Share, Basic [Abstract] | |||||||
Net income per Class A common share, Basic | $ 0.67 | $ 0.7 | |||||
Net income per Class A common share, Diluted | $ 0.67 | $ 0.7 | |||||
Weighted average Class A common shares outstanding, Basic | 57,148 | 57,148 | |||||
Weighted average Class A common shares outstanding, Diluted | 57,420 | 57,420 | |||||
Atlas Sand Company LLC [Member] | |||||||
Total sales | $ 482,724 | $ 172,404 | $ 111,772 | ||||
Operating expenses: | |||||||
Cost of sales (excluding depreciation, depletion and accretion expense) | 198,918 | 84,656 | 73,118 | ||||
Depreciation, depletion and accretion expense | 27,498 | 23,681 | 20,887 | ||||
GrossProfit | 256,308 | 64,067 | 17,767 | ||||
Selling, general and administrative expense | 24,317 | 17,071 | 17,743 | ||||
Impairment of long-lived assets | 0 | 0 | 1,250 | ||||
Operating income (loss) | 231,991 | 46,996 | (1,226) | ||||
Interest expense, net | (15,760) | (42,198) | (32,819) | ||||
Other income (loss) | 2,631 | 291 | (25) | ||||
Income (loss) before income taxes | 218,862 | 5,089 | (34,070) | ||||
Income tax expense | 1,856 | 831 | 372 | ||||
Net income (loss) | 217,006 | 4,258 | (34,442) | ||||
Net income attributable to Atlas Energy Solutions, Inc. | 217,006 | 4,258 | (34,442) | ||||
Product [Member] | |||||||
Total sales | $ 125,216 | 112,531 | $ 253,358 | 167,343 | |||
Product [Member] | Atlas Sand Company LLC [Member] | |||||||
Total sales | 408,446 | 142,519 | 80,527 | ||||
Operating expenses: | |||||||
Cost of sales (excluding depreciation, depletion and accretion expense) | 130,800 | 57,800 | 47,100 | ||||
Service [Member] | |||||||
Total sales | $ 36,572 | $ 18,792 | $ 61,848 | $ 23,834 | |||
Service [Member] | Atlas Sand Company LLC [Member] | |||||||
Total sales | 74,278 | 29,885 | 31,245 | ||||
Operating expenses: | |||||||
Cost of sales (excluding depreciation, depletion and accretion expense) | $ 68,100 | $ 26,900 | $ 26,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Stock and unit-based expense | $ 1,624 | $ 178 | $ 2,246 | $ 383 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||||
Net income | $ 134,116 | $ 89,367 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation, depletion and accretion expense | 18,622 | 13,229 | |||
Amortization of debt discount | 238 | 222 | |||
Amortization of deferred financing costs | 191 | 223 | |||
Stock and unit-based compensation | 2,246 | 383 | |||
Deferred income tax | 9,627 | 0 | |||
Commodity derivatives gain | 0 | (1,173) | |||
Settlements on commodity derivatives | 0 | 871 | |||
Other | 185 | (250) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (12,598) | (44,544) | |||
Accounts receivable - related party | 868 | 55 | |||
Inventories | 2,313 | 684 | |||
Spare part inventories | (2,737) | (2,447) | |||
Prepaid expenses and other current assets | (3,929) | 2,085 | |||
Other long-term assets | (918) | (3,343) | |||
Accounts payable | 1,813 | 2,599 | |||
Accounts payable - related parties | 24 | (417) | |||
Deferred revenue | 0 | 6,815 | |||
Accrued liabilities and other liabilities | 8,057 | 11,072 | |||
Net cash provided by operating activities | 158,118 | 75,431 | |||
Investing activities: | |||||
Purchases of property, plant and equipment | (146,835) | (18,428) | |||
Net cash used in investing activities | (146,835) | (18,428) | |||
Financing Activities: | |||||
Net proceeds from IPO | 303,426 | 0 | |||
Payment of offering costs | (6,020) | 0 | |||
Member distributions prior to IPO | (15,000) | (15,024) | |||
Principal payments on term loan borrowings | (16,573) | (12,745) | |||
Issuance costs associated with debt financing | (752) | (233) | |||
Payments under finance leases | (1,700) | (393) | |||
Dividends paid to Class A common stockholders | (8,572) | 0 | |||
Distributions paid to Atlas Sand Operating, LLC unitholders | (6,428) | 0 | |||
Net cash provided by (used in) financing activities | 248,381 | (28,395) | |||
Net increase in cash and cash equivalents | 259,664 | 28,608 | |||
Cash and cash equivalents, beginning of period | 82,010 | 40,401 | $ 40,401 | ||
Cash and cash equivalents, end of period | 341,674 | 69,009 | 82,010 | $ 40,401 | |
Supplemental cash flow information | |||||
Interest | 7,426 | 7,358 | |||
Taxes | 4,227 | 468 | |||
Non-cash items: | |||||
Property, plant and equipment in accounts payable and accrued liabilities | 51,088 | 10,022 | |||
Atlas Sand Company LLC [Member] | |||||
Operating activities: | |||||
Net income | 217,006 | 4,258 | $ (34,442) | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation, depletion and accretion expense | 28,617 | 24,604 | 21,579 | ||
Impairment of long-lived assets | 0 | 0 | 1,250 | ||
Loss on extinguishment of debt | 0 | 11,922 | 0 | ||
Amortization of debt discount | 457 | 7,320 | 8,110 | ||
Amortization of deferred financing costs | 442 | 739 | 791 | ||
Stock and unit-based compensation | 678 | 129 | 2,545 | ||
Deferred income tax | (2) | 360 | 372 | ||
Interest paid-in-kind through issuance of additional term loans | 0 | 3,039 | 11,794 | ||
Repayment of paid-in-kind interest borrowings | 0 | (22,233) | 0 | ||
Commodity derivatives gain | (1,842) | (55) | 0 | ||
Settlements on commodity derivatives | 2,137 | 0 | 0 | ||
Non-cash lease expense | (220) | 0 | 0 | ||
Other | 513 | (105) | 118 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (44,207) | (17,626) | 13,466 | ||
Accounts receivable - related party | (768) | (188) | 49 | ||
Inventories | (2,415) | (364) | 1,031 | ||
Spare part inventories | (4,239) | (617) | 1,631 | ||
Prepaid expenses and other current assets | (2,030) | (1,175) | 216 | ||
Other long-term assets | (6,549) | (596) | (66) | ||
Accounts payable | 7,881 | 5,744 | (11,721) | ||
Accounts payable - related parties | (464) | 480 | 127 | ||
Deferred revenue | (2,000) | 2,000 | 0 | ||
Accrued liabilities and other liabilities | 13,017 | 3,720 | (4,364) | ||
Net cash provided by operating activities | 206,012 | 21,356 | 12,486 | ||
Investing activities: | |||||
Purchases of property, plant and equipment | (89,592) | (19,371) | (9,532) | ||
Net cash used in investing activities | (89,592) | (19,371) | (9,532) | ||
Financing Activities: | |||||
Member distributions prior to IPO | (45,024) | (10,000) | (3) | ||
Issuance costs associated with debt financing | (233) | (660) | 0 | ||
Payments under finance leases | (1,010) | (423) | (318) | ||
Proceeds from equity issuances | 0 | 12,613 | 0 | ||
Proceeds from warrant exercises | 0 | 0 | 25 | ||
Proceeds from term loan borrowings | 0 | 178,200 | 15,000 | ||
Payments on term loan borrowings | (28,544) | (172,872) | (7,291) | ||
Debt extinguishment cost | 0 | (4,514) | 0 | ||
Proceeds from SBA Loan | 0 | 0 | 4,413 | ||
Net cash provided by (used in) financing activities | (74,811) | 2,344 | 11,826 | ||
Net increase in cash and cash equivalents | 41,609 | 4,329 | 14,780 | ||
Cash and cash equivalents, beginning of period | $ 82,010 | $ 40,401 | 40,401 | 36,072 | 21,292 |
Cash and cash equivalents, end of period | 82,010 | 40,401 | 36,072 | ||
Supplemental cash flow information | |||||
Interest | 14,904 | 19,155 | 12,106 | ||
Taxes | 468 | 14 | 0 | ||
Non-cash items: | |||||
Property, plant and equipment in accounts payable and accrued liabilities | 23,298 | 2,551 | 440 | ||
Issuance of warrants | $ 0 | $ 0 | $ 2,154 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' and Members' Equity and Redeemable Noncontrolling Interest (Unaudited) - USD ($) $ in Thousands | Total | Prior to Initial Public Offering and Reorganization [Member] | After Initial Public Offering and Reorganization [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member] After Initial Public Offering and Reorganization [Member] | Members' Equity [Member] | Members' Equity [Member] Prior to Initial Public Offering and Reorganization [Member] | Atlas Sand Company LLC [Member] | Atlas Sand Company LLC [Member] Class A Units [Member] | Atlas Sand Company LLC [Member] Class C Units [Member] | Atlas Sand Company LLC [Member] Class D Units [Member] | Atlas Sand Company LLC [Member] Class P Units [Member] | Atlas Sand Company LLC [Member] Member Units [Member] Class A Units [Member] | Atlas Sand Company LLC [Member] Member Units [Member] Class C Units [Member] | Atlas Sand Company LLC [Member] Member Units [Member] Class D Units [Member] | Atlas Sand Company LLC [Member] Member Units [Member] Class P Units [Member] | Atlas Sand Company LLC [Member] Unit Based Compensation [Member] | Atlas Sand Company LLC [Member] Other Capital [Member] | Atlas Sand Company LLC [Member] Retained Earnings (Accumulated Deficit) [Member] | |
Beginning Balance at Dec. 31, 2019 | $ 362,300 | $ 273,701 | $ 84,599 | $ 34,046 | $ 0 | $ 17,027 | $ 0 | $ (47,073) | |||||||||||||||
Beginning balance, Units at Dec. 31, 2019 | 313,701 | 84,599 | 42,977 | 52 | |||||||||||||||||||
Issuance of common stock in IPO, net of offering costs | 2,154 | $ 2,154 | |||||||||||||||||||||
Issuance of common stock in IPO, net of offering costs, Shares/Units | 2,515 | 30 | |||||||||||||||||||||
Member distributions | (3) | (3) | |||||||||||||||||||||
Unit-based compensation expense | 2,545 | 2,545 | |||||||||||||||||||||
Proceeds from warrant exercises | 25 | $ 25 | |||||||||||||||||||||
Deferred tax liabilities | (882) | (882) | |||||||||||||||||||||
Net income (loss) | (34,442) | (34,442) | |||||||||||||||||||||
Ending Balance, Units at Dec. 31, 2020 | 313,701 | 84,599 | 45,492 | 82 | |||||||||||||||||||
Ending Balance at Dec. 31, 2020 | 331,697 | $ 273,701 | $ 84,599 | $ 36,225 | $ 0 | 19,572 | (882) | (81,518) | |||||||||||||||
Issuance of common stock in IPO, net of offering costs | $ 2,572 | $ 10,041 | $ 2,572 | $ 10,041 | |||||||||||||||||||
Issuance of common stock in IPO, net of offering costs, Shares/Units | 2,572 | 10,041 | 2 | ||||||||||||||||||||
Member distributions | (10,000) | (10,000) | |||||||||||||||||||||
Unit-based compensation expense | 129 | 129 | |||||||||||||||||||||
Net income (loss) | 4,258 | 4,258 | |||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 338,697 | $ 338,697 | |||||||||||||||||||||
Ending Balance, Units at Dec. 31, 2021 | 316,273,129 | 94,639,647 | 45,492,305 | 83,833 | 316,273 | 94,640 | 45,492 | 84 | |||||||||||||||
Ending Balance at Dec. 31, 2021 | 338,697 | $ 276,273 | $ 94,640 | $ 36,225 | $ 0 | 19,701 | (882) | (87,260) | |||||||||||||||
Member distributions | (15,024) | (15,024) | |||||||||||||||||||||
Unit-based compensation expense | 383 | 383 | |||||||||||||||||||||
Net income (loss) | 89,367 | 89,367 | |||||||||||||||||||||
Ending Balance at Jun. 30, 2022 | 413,423 | 413,423 | |||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 338,697 | $ 276,273 | $ 94,640 | $ 36,225 | $ 0 | 19,701 | (882) | (87,260) | |||||||||||||||
Beginning balance, Units at Dec. 31, 2021 | 316,273,129 | 94,639,647 | 45,492,305 | 83,833 | 316,273 | 94,640 | 45,492 | 84 | |||||||||||||||
Beginning Balance at Dec. 31, 2021 | 338,697 | 338,697 | |||||||||||||||||||||
Issuance of common stock in IPO, net of offering costs, Shares/Units | 1 | ||||||||||||||||||||||
Member distributions | (45,024) | (45,024) | |||||||||||||||||||||
Unit-based compensation expense | 678 | 678 | |||||||||||||||||||||
Net income (loss) | 217,006 | 217,006 | |||||||||||||||||||||
Redeemable noncontrolling interest, Ending balance at Dec. 31, 2022 | 0 | ||||||||||||||||||||||
Ending Balance at Dec. 31, 2022 | 511,357 | 511,357 | |||||||||||||||||||||
Ending Balance, Units at Dec. 31, 2022 | 316,273,129 | 94,639,647 | 45,492,305 | 85,333 | 316,273 | 94,640 | 45,492 | 85 | |||||||||||||||
Ending Balance at Dec. 31, 2022 | $ 511,357 | $ 276,273 | $ 94,640 | $ 36,225 | $ 0 | $ 20,379 | $ (882) | $ 84,722 | |||||||||||||||
Member distributions prior to IPO | (15,000) | (15,000) | |||||||||||||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest (Note 1) | 771,345 | ||||||||||||||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest (Note 1), Shares | 39,148,000 | 42,852,000 | |||||||||||||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest (Note 1) | (771,345) | $ 391 | $ 429 | $ (221,247) | (550,918) | ||||||||||||||||||
Issuance of common stock in IPO, net of offering costs | 291,236 | $ 180 | 291,056 | ||||||||||||||||||||
Issuance of common stock in IPO, net of offering costs, Shares/Units | 18,000,000 | ||||||||||||||||||||||
Deferred tax liability arising from the IPO | (27,537) | (27,537) | |||||||||||||||||||||
Stock-based compensation | 1,878 | 1,878 | |||||||||||||||||||||
Net income after IPO and reorganization, Redeemable noncontrolling interest | $ 39,303 | ||||||||||||||||||||||
$0.15/share Class A common stock dividend | (8,572) | $ (8,572) | |||||||||||||||||||||
$0.15/unit distribution to Atlas Sand Operating, LLC unitholders | (6,428) | ||||||||||||||||||||||
Dividend equivalent rights ($0.15 per share) | (144) | (144) | |||||||||||||||||||||
Other distributions to redeemable non-controlling interest unitholders | (1,777) | ||||||||||||||||||||||
Net income (loss) | 40,252 | $ 54,561 | 40,252 | $ 40,252 | $ 54,561 | ||||||||||||||||||
Redeemable noncontrolling interest, Ending balance at Jun. 30, 2023 | [1] | 802,443 | |||||||||||||||||||||
Ending Balance, Shares at Jun. 30, 2023 | 57,148,000 | 42,852,000 | |||||||||||||||||||||
Ending Balance at Jun. 30, 2023 | 76,686 | $ 571 | $ 429 | 44,150 | 31,536 | 0 | |||||||||||||||||
Redeemable noncontrolling interest, Beginning balance at Mar. 12, 2023 | [1] | 771,345 | |||||||||||||||||||||
Net income after IPO and reorganization, Redeemable noncontrolling interest | [1] | $ 39,303 | |||||||||||||||||||||
$0.15/unit distribution to Atlas Sand Operating, LLC unitholders | [1] | (6,428) | |||||||||||||||||||||
Other distributions to redeemable non-controlling interest unitholders | [1] | (1,777) | |||||||||||||||||||||
Redeemable noncontrolling interest, Ending balance at Jun. 30, 2023 | [1] | 802,443 | |||||||||||||||||||||
Ending Balance, Shares at Jun. 30, 2023 | 57,148,000 | 42,852,000 | |||||||||||||||||||||
Ending Balance at Jun. 30, 2023 | $ 76,686 | $ 571 | $ 429 | $ 44,150 | $ 31,536 | $ 0 | |||||||||||||||||
[1]Based on the Operating Units held by the Legacy Owners who also hold 42,852,499 shares of Class B common stock and a Class A common stock price of $18.00 on the date on which we consummated the IPO |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' and Members' Equity and Redeemable Noncontrolling Interest (Unaudited) (Parenthetical) | Jun. 30, 2023 $ / shares |
Statement of Stockholders' Equity [Abstract] | |
Dividends Payable, Amount Per Share | $ 0.15 |
Distribution To Unitholders Per Share | 0.15 |
Dividend Equivalent Rights Per Share | $ 0.15 |
Business and Organization
Business and Organization | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Business and Organization | Note 1 – Business and Organization Atlas Energy Solutions Inc. (“Atlas Inc.” and together with its subsidiaries “we,” “us,” “our,” or the “Company”) was formed on February 3, 2022, pursuant to the laws of the State of Delaware. Atlas Inc. is a holding corporation and the ultimate parent company of Atlas Sand Company, LLC (“Atlas LLC”), a Delaware limited liability company formed on April 20, 2017. Atlas LLC is a producer of high-quality, locally sourced 100 mesh and 40/70 sand used as a proppant during the well completion process. Proppant is necessary to facilitate the recovery of hydrocarbons from oil and natural gas wells. One hundred percent of Atlas LLC’s sand reserves are located in Winkler and Ward Counties, Texas, within the Permian Basin and operations consist of proppant production and processing facilities, including one facility near Kermit, Texas (the “Kermit facility”), a second facility under development at the Kermit location, and a third facility near Monahans, Texas (the “Monahans facility”). We are currently building a logistics platform with the goal of increasing the efficiency, safety and sustainability of the oil and natural gas industry within the Permian Basin. This will include the Dune Express, an overland conveyor infrastructure solution currently under construction, coupled with our growing fleet of fit-for-purpose We sell products and services primarily to oil and natural gas exploration and production companies and oilfield services companies primarily under supply agreements and also through spot sales on the open market. Initial Public Offering On March 13, 2023, we completed our initial public offering (the “IPO”) of 18,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”) at a price of $18.00 per share. The IPO generated $324.0 million of gross proceeds and net proceeds of approximately $291.2 million. The gross proceeds were offset by $20.6 million of underwriting discounts and commissions, $5.9 million of current offering costs in 2023, and $6.3 million in offering costs paid in 2022 that were recorded to other long-term assets on the consolidated balance sheets as of December 31, 2022. The material terms of the IPO are described in the Company’s final prospectus, dated March 8, 2023 and filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”), on March 10, 2023 (the “Final Prospectus”). Reorganization Pursuant to a master reorganization agreement (the “Master Reorganization Agreement”) dated March 8, 2023, by and among the Company, Atlas Sand Management Company, LLC, a Texas limited liability company (“ASMC”), Atlas LLC, Atlas Sand Holdings, LLC, a Delaware limited liability company (“Holdings”), Atlas Sand Operating, LLC, a Delaware limited liability company (“Atlas Operating”), Atlas Sand Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Atlas Sand Management Company II, LLC, a Delaware limited liability company (“ASMC II”), and Atlas Sand Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), the Company and the parties thereto completed certain restructuring transactions (the “Reorganization”) in connection with the IPO. As part of the Reorganization: • Merger Sub merged with and into Atlas LLC, with Atlas LLC surviving as a wholly owned subsidiary of Atlas Operating; • Holdings, Holdings II and ASMC II were formed (collectively with ASMC, the “HoldCos”), through which certain holders who previously held membership interests in Atlas LLC (the “Legacy Owners”) were issued (and continue to hold a portion of) the membership interests in Atlas Operating, as represented by a single class of common units (“Operating Units”); • certain Legacy Owners, through the HoldCos, transferred all or a portion of their Operating Units and voting rights, as applicable, in Atlas Operating to the Company in exchange for an aggregate of 39,147,501 shares of Class A common stock and, in the case of Legacy Owners continuing to hold Operating Units through the HoldCos, an aggregate of 42,852,499 shares of Class B common stock, par value $0.01 per share, of the Company (the “Class B common stock,” and together with the Class A common stock, the “common stock”), so that such Legacy Owners that continue to hold Operating Units also hold, through the HoldCos, one share of Class B common stock for each Operating Unit held by them immediately following the Reorganization; • the 1,000 shares of Class A common stock issued to Atlas LLC at the formation of the Company were redeemed and canceled for nominal consideration; and • the Company contributed all of the net proceeds received by it in the IPO to Atlas Operating in exchange for a number of Operating Units (such that the total number of Operating Units held by the Company equals the number of shares of Class A common stock outstanding after the IPO), and Atlas Operating further contributed the net proceeds received to Atlas LLC. As a result of the Reorganization, (i) the Company’s sole material asset consists of Operating Units, (ii) Atlas Operating’s sole material asset consists of 100% of the membership interests in Atlas LLC and (iii) Atlas LLC owns all of the Company’s operating assets. The Company is the managing member of Atlas Operating and is responsible for all operational, management and administrative decisions relating to Atlas LLC’s business and consolidates the financial results of Atlas LLC and its subsidiaries. As a result of the IPO and Reorganization: • the Legacy Owners collectively own all of the outstanding shares of Class B common stock and 39,147,501 shares of Class A common stock, collectively representing 82.0% of the voting power and 68.5% of the economic interest of Atlas Inc. (and 82.0% of the economic interest of Atlas LLC, including both direct and indirect ownership interests); • Atlas Inc. owns an approximate 57.1% interest in Atlas Operating; and • the Legacy Owners that continue to hold Operating Units collectively own an approximate 42.9% interest in Atlas Operating. On or before August 30, 2023, we will designate a date for distributions of the Operating Units and shares of common stock of the Company currently held by the HoldCos to the Legacy Owners in accordance with the distribution provisions of each respective HoldCo operating agreement. Following this distribution, the HoldCos will be dissolved, and the Legacy Owners will hold shares of the Company’s Class A common stock or Class B common stock (and corresponding Operating Units) directly. On March 13, 2023, the date on which we closed the IPO, a corresponding deferred tax liability of approximately $27.5 million was recorded associated with the differences between the tax and book basis of the investment in Atlas LLC. The offset of the deferred tax liability was recorded to additional paid-in | ||
Atlas Sand Company LLC [Member] | |||
Business and Organization | Note 1—Business and Organization Atlas Sand Company, LLC, (the “Company”) is a Delaware limited liability company formed on April 20, 2017. The Company is a pure-play, low-cost The Company sells product and services primarily to oil and natural gas exploration and production companies and oilfield service companies either under supply agreements or through spot sales in the open market. The Company also offers complete mine to wellsite proppant logistics solutions. The Company is controlled by Atlas Sand Management Company, LLC (“ASMC”). The Company also has several wholly owned subsidiaries, which include Atlas Sand Employee Company, LLC; Atlas OLC Employee Company, LLC; Atlas Construction Employee Company, LLC; Fountainhead Logistics Employee Company, LLC; Atlas Sand Employee Holding Company, LLC; Atlas Sand Construction, LLC; OLC Kermit, LLC; and OLC Monahans, LLC; Fountainhead Logistics, LLC; Atlas Energy Solutions, Inc.; Atlas Sand Holdings, LLC; Atlas Sand Management Company II, LLC; Atlas Sand Holdings II, LLC; Atlas Sand Operating, LLC; and Atlas Sand Merger Sub, LLC. All subsidiaries are included in the consolidated financial statements of the Company. | ||
Atlas Energy Solution INC [Member] | |||
Business and Organization | Note 1—Organization and Basis of Presentation Atlas Energy Solutions Inc. (“Atlas Inc.” or “Corporation”) is a Delaware corporation formed on February 3, 2022. Atlas Inc.’s fiscal year end is December 31. Atlas Inc. was formed with the intent that Atlas Inc. will be included in a reorganization into a holding corporation structure. It is anticipated that the Atlas Inc. will become a holding corporation and its sole material asset is expected to be an equity interest in Atlas Sand Company, LLC, a Delaware limited liability company (the “Company”). These balance sheets have been prepared in accordance with accounting principles generally accepted in the United States. Separate statements of operations, changes in stockholders’ equity and of cash flows have not been presented because there have been no activities in this entity and because the single transaction is fully disclosed below. These balance sheets have been prepared assuming the Corporation will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and SEC requirements. All adjustments necessary for a fair presentation of the Financial Statements have been included. Such adjustments are of a normal, recurring nature. These condensed consolidated financial statements include the accounts of Atlas Inc., New Atlas HoldCo Inc., Atlas Operating, Atlas LLC, and Atlas LLC’s wholly owned subsidiaries: Atlas Sand Employee Company, LLC; Atlas OLC Employee Company, LLC; Atlas Construction Employee Company, LLC; Atlas Sand Employee Holdings, LLC; Fountainhead Logistics Employee Company, LLC; Atlas Sand Construction, LLC; OLC Kermit, LLC; and OLC Monahans, LLC; Fountainhead Logistics, LLC; and Fountainhead Transportation Services, LLC. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other period. The Financial Statements and these notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included within the Company’s Final Prospectus. As discussed in Note 1- Business and Organization Consolidation The Financial Statements include the accounts of the Company and controlled subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of the Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these Financial Statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production Cash and cash equivalents Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. As of June 30, 2023, we have deposits of $109.3 million in an Insured Cash Sweep (“ICS”) Deposit Placement Agreement within IntraFi Network LLC facilitated by our bank. The ICS program provides the Company with access to FDIC insurance for our total cash held within the ICS. We had an additional $170.5 million in 2-month 3-month Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at cost when earned and represent claims against third parties that will be settled in cash. These receivables generally do not bear interest. The carrying value of our receivables, net of allowance for credit losses, represents the estimated collectable amount. If events or changes in circumstances indicate specific receivable balances may be impaired, further consideration is given to our ability to collect those balances and the allowance is adjusted accordingly. We perform credit evaluations of new customers and sometimes require deposits and prepayments, to mitigate credit risk. When it is probable that all or part of an outstanding balance will not be collected, we establish an allowance for credit losses. On January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, 2016-13 We are exposed to credit losses primarily through sales of products and services. We analyze accounts receivable on an individual customer and overall basis through review of historical collection experience and current aging status of our customer accounts. We also consider the financial condition and economic environment of our customers in evaluating the need for an allowance. During the three and six months ended June 30, 2023, we recognized de minimis allowance for credit losses. As of June 30, 2023 and December 31, 2022, we had de minimis allowance for credit losses, which is included in accounts receivable on the condensed consolidated balance sheets. As of June 30, 2023, two customers represented 19% and 10% of our outstanding accounts receivable balance. As of December 31, 2022, two customers represented 19% and 13% of our outstanding accounts receivable balance, respectively. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The amounts reported in the balance sheets as current assets or liabilities, including cash and cash equivalents, accounts receivable, spare parts inventories, inventories, prepaid expenses and other current assets, accounts payable, accrued liabilities and deferred revenues approximate fair value due to the short-term maturities of these instruments. As of the dates indicated, our long-term debt consisted of the following (in thousands): At June 30, 2023 At December 31, 2022 Valuation Carrying Fair Value Carrying Fair Value Financial liabilities Outstanding principal amount of the 2021 Term Loan Credit Facility $ 130,947 $ 130,384 $ 147,174 $ 146,837 Level 2 - Market Our credit agreement with Stonebriar Commercial Finance LLC (“Stonebriar”) pursuant to which Stonebriar extended a $180.0 million single advance six-year Debt Stock-Based Compensation We account for stock-based compensation, including grants of incentive units, restricted stock awards, time-based restricted stock units and performance share units, under the measurement and recognition provisions of Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation (“ASC 718”). We account for stock and unit-based compensation by amortizing the fair value of the units, which is determined at the grant date, on a straight-line basis unless the tranche method is required. We account for forfeitures as they occur and reverse any previously recognized stock or unit-based compensation expense for the unvested portion of the awards that were forfeited. Earnings Per Share We use the treasury stock method to determine the potential dilutive effect of outstanding restricted stock units and performance share units. We evaluated the potential dilutive effect of Class B common stock using the “if-converted” Stockholders’ Equity As a result of the IPO, the presentation of earnings per share for the periods prior to the IPO is not meaningful and only earnings per share for periods subsequent to the IPO are presented herein. See Note 11 – Earnings Per Share Redeemable Noncontrolling Interest We account for the Legacy Owners’ 42.9% economic interest in Atlas Operating through ownership of Operating Units as redeemable noncontrolling interest. The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings associated with the redeemable noncontrolling interest or (2) the redemption value as of the balance sheet date. At June 30, 2023, the redeemable noncontrolling interest was recorded based on its initial fair value plus accumulated income associated with the redeemable noncontrolling interest as this amount was higher than the redemption value of $726.8 million at June 30, 2023. The redemption amount is based on the 10-day common stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to retained earnings, or additional paid-in Redeemable Noncontrolling Interest. Income Taxes Atlas Inc. is a corporation and it is subject to U.S. federal, state and local income taxes. The tax implications of the Reorganization referenced in Note 1 - Business and Organization Atlas Inc. accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled pursuant to the provisions of ASC 740, Income Taxes. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. Atlas Inc. computes its quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to its year-to-date Atlas LLC, the Company’s predecessor, was organized as a limited liability company. As a limited liability company, Atlas LLC elected to be treated as a partnership for income tax purposes and, therefore, is not subject to U.S. federal income tax. Rather, the U.S. federal income tax liability with respect to the taxable income of our predecessor was passed through to its owners. We evaluate the uncertainty in tax positions taken or expected to be taken in the course of preparing the condensed consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. However, the conclusions regarding the evaluation are subject to review and may change based on factors including, but not limited to, ongoing analysis of tax laws, regulations, and interpretations thereof. As of June 30, 2023 and December 31, 2022, we did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits. Our income tax returns from 2018, 2019, 2020, 2021 and 2022 are open to examinations by U.S. federal, state or local tax authorities. We cannot predict or provide assurance as to the ultimate outcome of any existing or future examinations. Recently Issued Accounting Pronouncements Rate Reform – In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, 2022-06, 2022-06 2020-04 which entities will no longer be permitted to apply the relief in Topic 848. As described in Note 6 - Debt, Financial Instruments – In June 2016, the FASB issued ASU 2016-13, 2016-13 2019-04, 2019-05, 2016-13 2016-13 Accounts Receivable and Allowance for Credit Losses | ||
Atlas Sand Company LLC [Member] | |||
Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and Securities and Exchange Commission (“SEC”) requirements. The consolidated financial statements include the account of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has evaluated events occurring after the balance sheet date as possible subsequent events through February 15, 2023. Any material subsequent events that occurred during this time have been properly recognized or disclosed in the financial statements. Consolidation The Financial Statements include the accounts of the Company and wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production Cash and cash equivalents Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. The Company places cash deposits with high-credit- quality financial institutions. At times, cash may be uninsured or in deposit accounts that exceed or are not covered under the Federal Deposit Insurance Corporation limit. Concentrations of Credit Risk Throughout 2022 and 2021, the Company has maintained cash balances on deposit and time deposits with financial institutions in excess of federally insured amounts; however, all these financial institutions hold an investment-grade rating by one or more major rating agencies. For the year ended December 31, 2022, one customer comprised 12% of the Company’s sales. For the year ended December 31, 2021, one customer comprised 13% of the Company’s sales. For the year ended December 31, 2020, two customers comprised 29% and 10% of the Company’s sales, respectively. Accounts Receivable Accounts receivable are recorded at cost when earned and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of allowance for doubtful accounts, represents the estimated collectable amount. If events or changes in circumstances indicate specific receivable balances may be impaired, further consideration is given to the Company’s ability to collect those balances and the allowance is adjusted accordingly. Past-due As of December 31, 2022, two customers represented 19% and 13% of the Company’s outstanding accounts receivable balance. As of December 31, 2021, three customers represented 13%, 11% and 10% of the Company’s outstanding accounts receivable balance. Accounts Receivable—Related Parties These amounts represent reimbursement of vendor payments from related parties and outstanding billings with a customer. Inventories Inventories include raw sand stockpiles, in-process Spare Part Inventories Spare part inventories include critical spares, materials and supplies. Spare part inventories are valued at the lower of cost or net realizable value. Cost is determined using a weighted average cost method. As of December 31, 2022 and 2021, there was $0.7 million and $0.1 million in spare parts inventory reserve, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses consist primarily of prepaid software fees, prepaid rent, delay rental payments on leased land, insurance, trade show fees and sales events. These expenses are recognized over the contract period as events occur or when the future benefit is realized. As of December 31, 2022 and 2021, prepaid expenses were $5.2 million and $2.7 million, respectively. Other current assets consist of certain short-term supplier deposits for leased equipment, which were $0.7 million and $1.2 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, the Company entered into commodity derivative instruments to reduce the effect of price changes on a portion of the Company’s future natural gas usage at the facilities. The commodity derivative instruments are measured at fair value using Level 2 inputs and are included in prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2022, the Company did not have any outstanding commodity derivative instruments. As of December 31, 2021, the current derivative asset was $0.2 million. The Company has not designated any of the derivative contracts as fair value or cash flow hedges. Therefore, the Company does not apply hedge accounting to the commodity derivative instruments. Net gains and losses on commodity derivatives instruments are recorded based on the changes in the fair values of the derivative instruments and are included in other income (loss) on the consolidated statements of operations. For the years ended December 31, 2022 and 2021, net gains on commodity derivatives instruments were $1.8 million and $0.1 million, respectively. There was no commodity derivative instrument activity for the year ended December 31, 2020. The Company’s cash flow is only impacted when the actual settlements under the commodity derivative contracts result in making or receiving a payment to or from the counterparty. These settlements under the commodity derivative contracts are reflected as operating activities in the Company’s consolidated statements of cash flows. Any premiums paid on derivative contracts are capitalized as part of the derivative assets or derivative liabilities, as appropriate, at the time the premiums are paid. Premium payments are reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. Over time, as the derivative contracts settle, the differences between the cash received and the premiums paid or fair value of contracts acquired are recognized in net gains or losses on commodity derivative contracts, and the cash received is reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. The Company’s valuation estimate takes into consideration the counterparties’ credit worthiness, the Company’s credit worthiness, and the time value of money. The consideration of these factors results in an estimated exit-price for each derivative asset or liability under a marketplace participant’s view. Management believes that this approach provides a reasonable, non-biased, Property, Plant and Equipment, Including Depreciation and Depletion Property, plant and equipment are recorded at cost and depreciated over their estimated useful lives using either the straight-line method or the units of production method. Construction in progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service. Interest incurred during the construction of plant facilities was capitalized. Capitalized interest was recorded within plant facilities associated with productive, depletable properties, until the plant facilities were placed into service, and is being amortized using the units of production method. The Company did not capitalize interest for the years ended December 31, 2022, 2021 and 2020. Costs of improvements that extend economic life or improve service potential are capitalized and depreciated over the remaining useful life of the asset, with routine repairs and maintenance expensed as incurred. Fixed assets are carried at historical cost. Fixed assets, other than plant facilities associated with productive, depletable properties, are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Plant Equipment 1–40 years Furniture and office Equipment 3–15 years Asset retirement obligation 50 years Computer and network equipment 3–7 years Buildings and leasehold improvements 5–40 years Logistic Equipment 4–7 years Mine development project costs are capitalized once the deposit is classified as a proven and probable reserve. Mine development costs include engineering, mineralogical studies, drilling and other related costs to develop the mine and remove the overburden to initially expose the mineral and allow for the construction of an access way. Exploration costs are expensed as incurred and classified as exploration expense. Mining property and development costs are amortized using the units of production method on estimated recoverable tonnage, which equals estimated proven and probable reserves. The impact to reserve estimates is recognized on a prospective basis. Drilling and related costs are capitalized for deposits where proven and probable reserves exist. These activities are directed at obtaining additional information on the deposit or converting non-reserve Impairment or Disposal of Property, Plant and Mine Development The Company periodically evaluates whether current events or circumstances indicate that the carrying value of our property, plant and equipment assets may not be recoverable. If circumstances indicate that the carrying value may not be recoverable, the Company estimates future undiscounted net cash flows using estimates, including but not limited to estimates of proven and probable sand reserves, estimated future sales prices (considering historical and current prices, price trends and related factors), operating costs and anticipated capital expenditures. If the undiscounted cash flows are less than the carrying value of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeds the fair value of the assets. The recoverability of the carrying value of the Company’s mining property and development costs are dependent upon the successful development and commercial production of the Company’s mineral deposit and the related processing facilities. The Company’s evaluation of mineral properties for potential impairment primarily includes evaluating changes in the mineral reserves, or the underlying estimates and assumptions, including estimated production costs. Assessing the economic feasibility requires certain estimates including the prices of products to be produced and processing recovery rates, as well as operating and capital costs. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to our proposed initial public offering (“IPO”). Upon consummation of the proposed IPO, the deferred offering costs will be offset against the proceeds from the offering. In the event the offering is aborted, deferred offering costs will be expensed. As of December 31, 2022 and 2021, the Company capitalized $6.3 million and $0.4 million of deferred offering costs within other long-term assets on the consolidated balance sheets, respectively. Asset Retirement Obligations In accordance with ASC 410-20, A liability for the fair value of an asset retirement obligation, with a corresponding increase to the carrying value of related long-lived assets, is recognized at the time of an obligating event. The asset is depreciated using the straight-line method, and the discounted liability is increased through accretion over the expected timing of settlement. The estimated liability is based on third-party estimates of costs to abandon the mine site, including estimated economic lives and external estimates as to the cost to bring the land to a state required by the lease agreements. The Company utilized a discounted rate reflecting management’s best estimate of the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in the estimated costs, changes in the mine’s economic life or if federal or state regulators enact new requirements regarding the abandonment of mine sites. Accretion expense, which was $0.1 million for all three years ended December 31, 2022, 2021 and 2020, respectively, is recorded on the consolidated statement of operations in depreciation, depletion and accretion expense. Changes in the asset retirement obligations are as follows (in thousands): For the Year Ended 2022 2021 Beginning Balance $ 1,179 $ 1,116 Additions to liabilities — — Accretion expense 66 63 Ending Balance $ 1,245 $ 1,179 Deferred Revenues The Company occasionally receives prepayments from customers for future deliveries of product. These prepayments represent consideration that is unconditional for which the Company has yet to transfer title to the product. Amounts received from customers in advance of product deliveries are recorded as contract liabilities referred to as deferred revenues and are recognized as revenue upon delivery of the product. The Company did not recognize any deferred revenue on the Company’s consolidated balance sheets as of December 31, 2022. The Company recognized $2.0 million of deferred revenue on the Company’s consolidated balance sheets as of December 31, 2021. Changes in the deferred revenues balance are as follows (in thousands): For the Year Ended 2022 2021 Beginning Balance $ 2,000 $ — Customer prepayments 22,302 2,280 Revenue recognized (24,302 ) (280 ) Ending Balance $ — $ 2,000 Deferred Debt Discount and Financing Costs In connection with entering into the 2018 Term Loan Credit Facility, the Company delivered to the lender warrants for up to 41,299,845 Class D units. The right to purchase Class D units became exercisable upon the funding of each draw under the 2018 Term Loan Credit Facility Agreement. The Company recognized a $32.2 million debt discount associated with the warrants based on the relative fair value of the debt and warrants issued. In connection with the First Amendment to the 2018 Term Loan Credit Facility (the “First Amendment”), the Company delivered to the lender additional warrants for up to 4,192,460 Class D units, which were exercisable upon funding of the draws in proportion to the additional drawings. The Company delivered 2,515,470 Class D units in connection with the First Amendment for the year ended December 31, 2020. Based on the relative fair value of the debt and warrants issued, the Company recognized $2.2 million of debt discount associated with the warrants delivered for the year ended December 31, 2020. The Company did not issue warrants for both the years ended December 31, 2022 and 2021. All warrants delivered have been exercised by the lender. There are no outstanding warrants as of December 31, 2022 and 2021. In connection with entering into the 2021 Term Loan Credit Facility, the Company recognized $1.8 million of debt discount related to fees paid to the lender for the year ended December 31, 2021. The debt discounts are reflected as a direct reduction from the carrying amount of the debt obligation on the Company’s consolidated balance sheets. Such costs are amortized to interest expense using the effective interest method. The Company recognized $0.5 million, $7.3 million, and $8.1 million of interest expense associated with the amortization of the debt discounts for the years ended December 31, 2022, 2021 and 2020, respectively. The Company defers costs directly associated with acquiring third-party debt financing and these costs are amortized using the effective interest method over the life of the associated third-party debt financing. In connection with entering into the 2021 Term Loan Credit Facility and the 2018 Term Loan Credit Facility, the Company incurred $0.8 million and $2.3 million of deferred financing costs, respectively. These deferred financing costs are reflected as a direct deduction from the carrying amount of the related debt obligation on the Company’s consolidated balance sheets. In 2018, the Company entered into the 2018 ABL Credit Facility and incurred $1.0 million of deferred financing costs. Deferred financing costs, net of amortization, related to the 2018 ABL Credit Facility are included in other long-term assets on the consolidated balance sheets. As of December 31, 2022 and 2021, deferred financing costs, net of amortization, related to the 2018 ABL Credit Facility was $0.2 million and $0.4 million, respectively. Deferred financing costs associated with the 2018 ABL Credit Facility are amortized on a straight-line basis over the life of the agreement and are recorded as interest expense in the consolidated statements of operations. Interest expense associated with the amortization of deferred financing costs was $0.4 million, $0.7 million, and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. On October 25, 2021, the Company repaid all borrowings outstanding under the 2018 Term Loan Credit Facility, in connection with entering into a new Term Loan Credit Facility. In connection with the repayment on October 25, 2021, unamortized debt discount of $11.1 million, deferred financing costs of $0.8 million and a make-whole premium of $4.5 million were recognized as a loss on debt extinguishment within interest expense, net, on the Company’s consolidated statements of operations for the year ended December 31, 2021. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The amounts reported in the balance sheets as current assets or liabilities, including cash and cash equivalents, accounts receivable, spare parts inventories, inventories, prepaid expenses and other current assets, accounts payable, accrued liabilities and deferred revenues approximate fair value due to the short-term maturities of these instruments. As of the dates indicated, the Company’s long-term debt consisted of the following (in thousands): At December 31, 2022 At December 31, 2021 Valuation Carrying Fair Value Carrying Fair Value Financial liabilities: Outstanding principal amount of the 2021 Term Loan Credit $ 147,174 $ 146,837 $ 175,275 $ 177,028 Level 2 - Market The Company’s 2021 Term Loan Credit Facility bears interest at a fixed rate of 8.47%, where its fair value will fluctuate based on changes in interest rates and credit quality. As of December 31, 2022, the fair value of long-term debt has been determined by discounting the future cash flows using current market interest rates for similar financial instruments. These inputs are not quoted prices in active markets, but they are either directly or indirectly observable; therefore, they are classified as Level 2 inputs. As of December 31, 2021, the Company determined the fair value of the principal amount outstanding under the 2021 Term Loan Credit Facility based on the relative discount received in the 2021 Term Loan Credit Facility agreement executed in October 2021. See Note 7, Debt, for discussion of the 2021 Term Loan Credit Facility agreement. The Company concluded, as the pricing of the 2021 Term Loan Credit Facility was indirectly observable through a recent market transaction, that is classified as Level 2. The Company entered into commodity derivative instruments accounted for at fair value on a recurring basis. For further discussion on the fair value of commodity derivative instruments see Prepaid Expenses and Other Current Assets discussed within this note. Leases The Company leases office space, equipment, and vehicles under non-cancellable The Company periodically evaluate whether current events or circumstances indicate that the carrying value of our right-of-use right-of-use Environmental Costs and Other Contingencies The Company recognizes liabilities for environmental and other contingencies when there is an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated a range of potential losses is established and, if no one amount in that range is more likely than any other, the amount at the low end of that range is accrued. The Company records liabilities for environmental contingencies at the undiscounted amounts on the consolidated balance sheets as accrued liabilities and other liabilities when environmental assessments indicate that remediation efforts are probable, and costs can be reasonably estimated. Estimates of the liabilities are based on currently available facts and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors. These estimates are subject to revision in future periods based on actual costs or new circumstances. The Company capitalizes costs that benefit future periods and recognizes a current period charge in operations and maintenance expenses when clean-up The Company evaluates potential recoveries of amounts from third parties, including insurance coverage, separately from the liability. Recovery is evaluated based on the solvency of the third party, among other factors. When recovery is assured, the Company records and reports an asset separately from the associated liability on the consolidated balance sheets. Management is not aware of any environmental or other contingencies that would have a material effect on the consolidated financial statements for the years ended December 31, 2022, 2021 and 2020. Revenues Under ASC Topic 606-Revenue reflects the consideration expected to be received in exchange for those services and products. In recognizing revenue for products and services, the transaction price is determined from sales orders or contracts with customers. The Company generates revenues from the sale of product that customers purchase for use in the oil and gas industry. Revenues are derived from product sold to customers under supply agreements, whose terms can extend for over one year, and from spot sales through individual purchase orders executed at prevailing market rates. The Company’s revenues are primarily a function of the price per ton realized and the volumes sold. Pricing structures under the supply agreements are, in certain cases, subject to certain contractual adjustments and consist of a combination of negotiated pricing and fixed pricing. These arrangements may undergo periodic negotiations regarding pricing and volume requirements, which may occur in volatile market conditions. The Company recognizes revenue for product at a point in time following the transfer of control and satisfaction of the performance obligation of such items to the customer, under ASC 606, which typically occurs upon customer pick-up Certain of the Company’s contracts contain shortfall provisions that calculate agreed upon fees that are billed when the customer does not meet the minimum purchases over a period of time defined in each contract and when collectability is reasonably certain. As the Company does not have the ability to predict customers’ orders over the period, there are constraints around the ability to recognize the variability in consideration related to this condition. The Company did not recognize shortfall revenue for the years ended December 31, 2022, 2021 and 2020. The Company generates service revenue by providing transportation, storage solutions and contract labor services to companies in the oil and gas industry. Transportation services typically consist of transporting product from the plant facilities to the wellsite. The amounts invoiced reflects the transportation services rendered. The amount invoiced for storage solutions and contract labor services reflect the amount of time these services were utilized in the billing period. Transportation, storage solutions and contract labor services are contracted through work orders executed under established pricing terms. The Company’s contracts for product consist of a single performance obligation as the promise to transfer product is not separately identifiable from other promises within the contract and, therefore, are not distinct. For the portion of the Company’s contracts that contain multiple performance obligations, such as work orders containing a combination of product and services, the Company allocates the transaction price to each performance obligation identified in the contract based on relative stand-alone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. All of the Company’s revenue is generated from product and service sales in Texas and New Mexico. As such, no further disaggregation of revenue information is provided. The Company has elected to use the ASC 606 practical expedients, pursuant to which it has excluded disclosures of transaction prices allocated to remaining performance obligations and when it expects to recognize such revenue. The remaining performance obligations are primarily comprised of unfulfilled contracts to deliver product, most of which hold a remaining duration of less than one year, and of which ultimate transaction prices will be allocated entirely to the unfulfilled contracts. The Company’s transaction prices under these contracts may be impacted by market conditions and potential contract negotiations, which have not yet been determined, and are therefore variable in nature. Unit-Based Compensation The Company awards incentive units to members of management, consultants and employees as incentive compensation. The Company accounts for these awards under the measurement and recognition provisions of Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation. The Company accounts for unit-based compensation by amortizing the fair value of the units, which is determined at the grant date, over the applicable vesting period for each tranche of the award using a graded vesting methodology. The Company accounts for forfeitures as they occur and reverses any previously recognized unit-based compensation expense for the unvested portion of the awards that were forfeited. The Company did not recognize any forfeitures during the years ended December 31, 2022 and 2021. The Company recognized $0.2 million of forfeitures during the year ended December 31, 2020. Unit-based compensation expense is recognized as selling, general and administrative expense on the Company’s consolidated statements of operations. Cost of Sales, Excluding Depreciation, Depletion and Accretion Expense Cost of sales, excluding depreciation, depletion and accretion expense, related to product sales primarily consists of the cost to produce product, including direct and indirect labor, employee housing costs, excavation costs, rental equipment, maintenance expense, utilities, natural gas and royalty expense. Cost of sales, excluding depreciation, depletion and accretion expense, related to service sales primarily consists of direct and indirect labor, transportation costs and rental equipment. Cost of sales, excluding depreciation, depletion and accretion expense, related to product sales and service sales was $130.8 million and $68.1 million for the year ended December 31, 2022, respectively. Cost of sales, excluding depreciation, depletion and accretion expense, related to product sales and service sales was $57.8 million and $26.9 million for the year ended December 31, 2021, respectively. Cost of sales, excluding depreciation, depletion and accretion expense, related to product and service sales were $47.1 million and $26.0 million for the year ended December 31, 2020, respectively. Selling, General and Administrative Expense Selling, general and administrative expense primarily consists of non-production Defined Contribution Plans The Company has defined contribution plans covering substantially all employees who meet certain service and eligibility requirements. The Company’s matching contribution to defined contribution plans was approximately $0.5 million, $0.4 million, and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Income Taxes The Company is a limited liability company. As a limited liability company, the Company has elected to be treated as a partnership for income tax purposes and, therefore, is not subject to federal income tax. The Company’s taxable income or loss, which may differ significantly from taxable income reportable to members as result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Company’s current LLC Agreement, is included in the federal income tax returns of each member. Accordingly, there is no provision for federal income taxes in the accompanying consolidated financial statements. However, the Company’s operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 0.75% of income that is apportioned to Texas. Deferred tax assets and liabilities are recognized for future Texas margin tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective Texas margin tax bases. As of December 31, 2022 and 2021, the Company’s net long-term deferred tax liabilities related solely to carrying value differences associated with the Company’s property, plant and equipment. The Company evaluates the uncertainty in tax positions taken or expected to be taken in the course of preparing the consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. However, the conclusions regarding the evaluation are subject to review and may change based on factors including, but not limited to, ongoing analysis of tax laws, regulations, and interpretations thereof. As of December 31, 2022 and 2021, the Company did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits. The Company’s income tax returns from 2019, 2020 and 2021 are subject to examinations by U.S. federal, state or local tax authorities. The IRS closed the examination of Company’s federal tax returns for the taxable year ended December 31, 2018 with no change. The Company cannot predict or provide assurance as to the ultimate outcome of any existing or future examinations. The Company’s wholly owned corporate subsidiary, Atlas Energy Solutions, Inc. (“AESI”) is subject to income taxes. AESI was formed in February 2022 to facilitate a potential Up-C Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”). The Company’s CODM was collectively its Chairman of the Board, Chief Executive Officer, and President and Chief Financial Officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis for purposes of making operating decisio | ||
Atlas Energy Solution INC [Member] | |||
Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. The Company places cash deposits with high-credit-quality financial institutions. At times, cash may be uninsured or in deposit accounts that exceed or are not covered under the Federal Deposit Insurance Corporation limit. Income Taxes The Corporation is treated as a subchapter C corporation, and therefore, are subject to both federal and state income taxes. The federal and state tax provisions were de minimis |
Inventories
Inventories | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventories | Note 3 – Inventories Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 343 $ 290 Work-in-process 2,646 4,825 Finished goods 312 499 Inventories $ 3,301 $ 5,614 No inventory reserve was deemed necessary as of June 30, 2023 or December 31, 2022. | |
Atlas Sand Company LLC [Member] | ||
Inventories | Note 3—Inventories Inventories consisted of the following (in thousands): For the Year Ended 2022 2021 Raw materials $ 290 $ 2 Work-in-process 4,825 2,747 Finished goods 499 450 Inventories $ 5,614 $ 3,199 For the years ended December 31, 2022 and 2021, no inventory reserve was deemed necessary. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment, Net | Note 4 – Property, Plant and Equipment, Net Property, plant and equipment, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Plant facilities associated with productive, depletable properties $ 243,618 $ 243,613 Plant equipment 270,493 251,122 Land 3,009 3,009 Furniture and office equipment 1,871 1,407 Computer and network equipment 1,648 1,648 Buildings and leasehold improvements 30,003 25,402 Logistics equipment 6,771 1,591 Construction in progress 255,654 111,711 Property, plant and equipment 813,067 639,503 Less: Accumulated depreciation and depletion (113,049 ) (97,979 ) Property, plant and equipment, net $ 700,018 $ 541,524 Depreciation expense and depletion expense recognized in depreciation, depletion and accretion expense was $8.0 million and $1.4 million, respectively, for the three months ended June 30, 2023, as compared to $5.0 million and $1.4 million, respectively, for the three months ended June 30, 2022. Depreciation expense and depletion expense recognized in depreciation, depletion and accretion expense was $15.0 million and $2.9 million for the six months ended June 30, 2023, respectively, as compared to $10.0 million and $2.6 million for the six months ended June 30, 2022, respectively. Depreciation expense recognized in selling, general and administrative expense was $0.4 million for the three months ended June 30, 2023 as compared to $0.3 million for the three months ended June 30, 2022. Depreciation expense recognized in selling, general and administrative expense was $0.7 million for the six months ended June 30, 2023 as compared to $0.6 million for the six months ended June 30, 2022. We did not recognize impairment of long-lived assets or loss on disposal of assets for the three and six months ended June 30, 2023 and 2022. | |
Atlas Sand Company LLC [Member] | ||
Property, Plant and Equipment, Net | Note 4—Property, Plant and Equipment, Net Property, plant and equipment, net, consisted of the following (in thousands): For the Year Ended 2022 2021 Plant facilities associated with productive, depletable properties $ 243,613 $ 243,383 Plant equipment 251,122 237,845 Land 3,009 3,009 Furniture and office equipment 1,407 1,230 Computer and network equipment 1,648 1,541 Buildings and leasehold improvements 25,402 24,763 Logistic Equipment 1,591 — Construction in progress 111,711 18,524 Property, plant and equipment 639,503 530,295 Less: Accumulated depreciation and depletion (97,979 ) (71,978 ) Property, plant and equipment, net $ 541,524 $ 458,317 Depreciation and depletion expense recognized in depreciation, depletion and accretion expense was $22.1 million and $5.4 million for the year ended December 31, 2022, respectively, as compared to $19.4 million and $4.2 million for the year ended December 31, 2021, respectively, and as compared to $17.5 million and $3.2 million for the year ended December 31, 2020, respectively. Depreciation expense recognized in selling, general and administrative expense was $1.1 million, $1.0 million, and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company recognized $1.3 million of impairment of long-lived assets related to certain power generation assets where the vendor was unable to meet its obligations for the year ended December 31, 2020. The Company pursued legal remedy and determined the assets were not recoverable. The Company recognized $0.1 million of loss on disposal of fixed assets for the year ended December 31, 2020. The Company did not recognize impairment of long-lived assets or loss on disposal of assets for the years ended December 31, 2022 and 2021. For the year ending December 31, 2021, the Company had capital leases that are reported as part of plant equipment. The amortization of capital leases is included in depreciation, depletion and accretion expense on the consolidated statements of operations. As of December 31, 2021, the Company had capital leases with a cost of $1.5 million and accumulated depreciation of $0.9 million. The Company recognized $0.4 million and $0.3 million of depreciation expense associated with capital leases for the year ended December 31, 2021 and 2020, respectively. On January 1, 2022, the Company adopted ASU Topic 842. Refer to Note 6, Leases, for additional disclosures required under ASC Topic 842. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Atlas Sand Company LLC [Member] | |
Disclosure Of Accrued Liabilities | Note 5—Accrued Liabilities Accrued liabilities consisted of the following (in thousands): For the Year Ended 2022 2021 Accrued capital expenditures $ 10,536 $ 1,411 Accrued personnel costs 1,485 787 Accrued production costs 4,586 1,652 Accrued royalties 6,529 1,129 Professional services 1,263 592 Sales and use tax payable 2,144 1,099 Other 4,087 2,483 Total accrued liabilities $ 30,630 $ 9,153 |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases | Note 5 – Leases We have operating and finance leases primarily for office space, equipment, and vehicles. The terms and conditions for these leases vary by the type of underlying asset. Certain leases include variable lease payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of lease assets and liabilities, and are recognized in the period in which the obligation for those payments is incurred. The components of lease cost were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Finance lease cost: Amortization of right-of-use $ 1,973 $ 255 $ 3,440 $ 456 Interest on lease liabilities 822 69 1,397 119 Operating lease cost 272 227 534 612 Variable lease cost 87 159 298 342 Short-term lease cost 6,571 2,261 12,362 3,390 Total lease cost $ 9,725 $ 2,971 $ 18,031 $ 4,919 Supplemental cash flow and other information related to leases were as follows (in thousands): Three Months Six Months Ended June 30, June 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 289 $ 285 $ 575 $ 726 Operating cash outflows from finance leases $ 822 $ 70 $ 1,397 $ 119 Financing cash outflows from finance leases $ 962 $ 218 $ 1,700 $ 393 Right-of-use Operating leases $ 559 $ — $ 559 $ 5,384 Finance leases $ 13,274 $ — $ 20,876 $ 3,951 During the six months ended June 30, 2022, we modified an agreement related to certain operating right-of-use right-of-use Lease terms and discount rates as of June 30, 2023 and December 31, 2022 are as follows: June 30, December 31, Weighted-average remaining lease term: Operating leases 4.1 years 4.5 years Finance leases 5.1 years 5.3 years Weighted-average discount rate: Operating leases 4.7 % 4.3 % Finance leases 9.4 % 9.4 % Future minimum lease commitments as of June 30, 2023 are as follows (in thousands): Finance Operating Remainder of 2023 $ 5,089 $ 737 2024 10,255 1,443 2025 10,168 1,474 2026 10,168 1,414 2027 6,458 815 Thereafter 7,689 11 Total lease payments 49,827 5,894 Less imputed interest 10,497 527 Total $ 39,330 $ 5,367 Supplemental balance sheet information related to our leases as of June 30, 2023 2022 Classification June 30, December 31, Operating Leases Current operating lease liabilities Other $ 1,205 $ 1,082 Noncurrent operating lease liabilities Other long-term liabilities $ 4,162 $ 4,287 Finance Leases Current finance lease liabilities Other current liabilities $ 6,851 $ 3,213 Noncurrent finance lease liabilities Other long-term liabilities $ 32,479 $ 16,942 On May 16, 2022, Atlas LLC entered into a master le ase agre one-month On July 28, 2022, Atlas LLC entered into a master lease agreement with Stonebriar for the right, but not the obligation, to fund up to $10.0 million of purchases of dredges and related equipment. The interim financing for down payments on any purchased equipment is based on one-month set upon acceptance of the equipment based on the terms of the agreement. As of June 30, 2023, Stonebriar has funded $7.0 million of lease commitments under this agreement. As of June 30, 2023, we had additional lease commitments totaling $3.5 million that have not yet commenced and therefore are not reflected on the condensed consolidated balance sheet and tables above. These leases include agreements for transportation, logistics equipment and dredge equipment. These leases will commence during fiscal year 2023 with lease terms of four Commitments and Contingencies. | |
Atlas Sand Company LLC [Member] | ||
Leases | Note 6—Leases The Company has operating and finance leases primarily for office space, equipment, and vehicles. The terms and conditions for these leases vary by the type of underlying asset. Certain leases include variable lease payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of lease assets and liabilities, and are recognized in the period in which the obligation for those payments is incurred. The components of lease expense for the year ended December 31, 2022 are as follows (in thousands): Year Ended Finance lease cost: Amortization of right-of-use $ 2,027 Interest on lease liabilities 666 Operating lease cost 1,085 Variable lease cost 706 Short-term lease cost 12,576 Total lease cost $ 17,060 Supplemental cash flow and other information related to leases for the year ended December 31, 2022 are as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,305 Operating cash outflows from finance leases $ 666 Financing cash outflows from finance leases $ 1,010 Right-of-use Operating leases $ 6,245 Finance leases $ 21,201 During the year ended December 31, 2022, the Company modified an agreement which related to certain operating right-of-use right-of-use Year Ended Weighted-average remaining lease term: Operating leases 4.5 years Finance leases 5.3 years Weighted-average discount rate: Operating leases 4.3% Finance leases 9.4% Future minimum lease commitments as of December 31, 2022 are as follows (in thousands): Finance Operating 2023 $ 4,976 $ 1,291 2024 5,051 1,312 2025 4,964 1,342 2026 4,964 1,281 2027 2,876 681 Thereafter 3,015 — Total lease payments 25,846 5,907 Less imputed interest (5,691 ) (538 ) Total $ 20,155 $ 5,369 Supplemental balance sheet information related to the Company’s leases as of December 31, 2022 was as follows (in thousands): Classification December 31, 2022 Operating Leases Current operating lease liabilities Other current liabilities $ 1,082 Noncurrent operating lease liabilities Other long-term liabilities $ 4,287 Finance Leases Current finance lease liabilities Other current liabilities $ 3,213 Noncurrent finance lease liabilities Other long-term liabilities $ 16,942 For the year ending December 31, 2021, the Company had the current portion of capital leases included in other current liabilities on the consolidated balance sheets and the long-term portion of capital leases included in other long-term liabilities on the consolidated balance sheets. As of December 31, 2021, the current portion of capital leases and long-term portion of capital leases was $0.3 million and $0.3 million, respectively. On May 16, 2022, Atlas entered into a master lease agreement with Stonebriar Commercial Finance (“Stonebriar”) for the right, but not the obligation, to fund up to $70.0 million of purchases of transportation and logistics equipment. The interim financing for down payments on any purchased equipment is based on one-month On July 28, 2022, Atlas entered into a master lease agreement with Stonebriar for the right, but not the obligation, to fund up to $10.0 million of purchases of dredges and related equipment. The interim financing for down payments on any purchased equipment is based on one-month As of December 31, 2022, the Company had additional lease commitments that have not yet commenced totaling $6.0 million and therefore are not reflected on the consolidated balance sheet and tables above. These leases include agreements for transportation, logistics equipment and dredge equipment. These leases will commence between fiscal year 2022 and fiscal year 2023 with lease terms of 4 to 7 years. Certain transportation and logistics leases discussed here are a component of the purchase commitments discussed in Note 8, Commitments and Contingencies |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt | Note 6 – Debt Debt consists of the following (in thousands): June 30, December 31, Term Loan Credit Facility $ 132,422 $ 148,995 Less: Debt discount, net of accumulated amortization of $785 and $546, respectively (1,015 ) (1,254 ) Less: Deferred financing fees, net of accumulated amortization of $356 and $248 respectively (460 ) (567 ) Less: Current portion (a) (29,746 ) (20,586 ) Long-term debt $ 101,201 $ 126,588 (a) The current portion of long-term debt reflects payments based on the terms of the 2021 Term Loan Credit Facility. 2021 Term Loan Credit Facility On October 20, 2021, Atlas LLC entered into the 2021 Term Loan Credit Facility with Stonebriar. The loans outstanding under the 2021 Term Loan Credit Facility bear interest at a rate of 8.47% per annum and had an initial maturity date of October 1, 2027. The 2021 Term Loan Credit Facility is guaranteed on a secured basis and interest, plus principal, was initially payable in seventy-two At any time prior to the maturity date, we may prepay loans outstanding under the 2021 Term Loan Credit Facility, in whole or in part, at a price equal to 100% of the principal amount prepaid plus a prepayment fee. The prepayment fee is 2% for prepayments made on or before October 20, 2023 and 1% with respect to any prepayments made thereafter. Upon the maturity of the 2021 Term Loan Credit Facility, the entire unpaid principal amount of loans under the facility, together with interest, fees and other amounts payable in connection with the facility, will become immediately due and payable without further notice or demand. The 2021 Term Loan Credit Facility includes certain non-financial and (d) Atlas LLC makes a concurrent prepayment of the loans outstanding under the 2021 Term Loan Credit Facility, which prepayment is not subject to a prepayment penalty fee, in an amount equal to one-third one-fourth Proceeds from the 2021 Term Loan Credit Facility were used exclusively for general corporate purposes, which included the repayment of outstanding indebtedness under the 2018 Term Loan Credit Facility, and to make permitted distributions. As of June 30, 2023 and December 2022, Atlas LLC was in compliance with the covenants of the 2021 Term Loan Credit Facility. The 2021 Term Loan Credit Facility is unconditionally guaranteed, jointly and severally, by Atlas LLC and certain of its subsidiaries and secured by substantially all of the assets of Atlas LLC and certain of its subsidiaries, excluding: OLC Kermit, LLC, OLC Monahans, LLC and Atlas OLC Employee Company, LLC. On February 22, 2023, Atlas LLC and Stonebriar agreed to amend the 2021 Term Loan Credit Facility to, among other things, permit the Company to enter into the 2023 ABL Credit Facility with the 2023 ABL Lenders and to update certain related terms. 2023 ABL Credit Facility On February 22, 2023, Atlas LLC, certain of its subsidiaries, as guarantors, Bank of America, N.A., as administrative agent, and certain financial institutions party thereto as lenders (the “2023 ABL Lenders”) entered into a Loan, Security and Guaranty Agreement (the “2023 ABL Credit Agreement”) pursuant to which the 2023 ABL Lenders provide revolving credit financing to the Company in an aggregate principal amount of up to $75.0 million (the “2023 ABL Credit Facility”), with Availability (as defined in the 2023 ABL Credit Agreement) thereunder subject to a “Borrowing Base” as described in the 2023 ABL Credit Agreement. The 2023 ABL Credit Facility includes a letter of credit sub-facility, Credit Facility. Atlas LLC Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term SOFR, as applicable, plus an applicable margin based on average availability as set forth in the 2023 ABL Credit Agreement. Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50% to 2.00% per annum based on average availability as set forth in the 2023 The Borrowing Base was initially set at $75.0 million and the amount of available credit changes every month, depending on the amount of eligible accounts receivable and inventory we have available to serve as collateral. The Borrowing Base components are subject to customary reserves and eligibility criteria. As of June 30, 2023, the Borrowing Base was $75.0 million and Availability was $73.9 million. The 2023 ABL Credit Facility requires that if Availability is less than the greater of (i) 12.50% of the Borrowing Base and (ii) $7.5 million, Atlas LLC must maintain a Fixed Charge Coverage Ratio (as defined in the 2023 ABL Credit Agreement) of at least 1.00 to 1.00 while a Covenant Trigger Period (as defined in the 2023 ABL Credit Agreement) is in effect. Under the 2023 ABL Credit Agreement, Atlas LLC is permitted to make payments of dividends and distributions pursuant to certain limited exceptions and baskets set forth therein and otherwise generally subject to certain restrictions described therein, including that (i) no Event of Default (as defined under the 2023 ABL Credit Agreement) has occurred and is continuing, and (ii) no loans and no more than more than $7.5 million in letters of credit are outstanding, and liquidity exceeds $30.0 million at all times during the 30 days prior to the date of the dividend or distribution; provided that if any loans are outstanding or outstanding letters of credit exceed $7.5 million and no Event of Default (as defined under the 2023 ABL Credit Agreement) has occurred and is continuing, Atlas LLC is permitted to make payments of dividends and distributions subject to a minimum Fixed Charge Coverage Ratio (as defined under the 2023 ABL Credit Agreement) of 1.00 to 1.00 and satisfaction of minimum availability thresholds under the Borrowing Base (as defined under the 2023 ABL Credit Agreement), as provided under the 2023 ABL Credit Agreement. Additionally, Atlas LLC may make additional payments of dividends and distributions in qualified equity interests and may make Permitted Tax Distributions (as defined under the 2023 ABL Credit Agreement). The 2023 ABL Credit Facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. As of June 30, 2023, the Company was in compliance with the covenants under the 2023 ABL Credit Facility. The 2023 ABL Credit Facility is unconditionally guaranteed, jointly and severally, by Atlas LLC and certain of its subsidiaries and secured by substantially all of the assets of Atlas LLC and certain of its subsidiaries, excluding: OLC Kermit, LLC, OLC Monahans, LLC and Atlas OLC Employee Company, LLC. 2018 Asset-Based Loan Credit Facility On December 14, 2018, Atlas LLC entered into the 2018 ABL Credit Facility, which provided revolving credit financing with a borrowing capacity of up to $50.0 million. The 2018 ABL Credit Facility was unconditionally guaranteed, jointly and severally, by Atlas LLC and certain of its subsidiaries. The 2018 ABL Credit Facility was set to mature on the stated maturity date, December 14, 2023. On February 22, 2023, Atlas LLC terminated the 2018 ABL Credit Facility. Atlas LLC had no borrowings under the 2018 ABL Credit Facility. In connection with the termination, we charged the remaining balance of the deferred financing cost of $0.2 million to interest expense, net on the condensed consolidated statements of operations for the six months ended June 30, 2023. We incurred de minimis fees associated with the termination. 2023 Term Loan Credit Facility On July 31, 2023, Atlas LLC entered into a credit agreement (the “2023 Term Loan Credit Agreement”) with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprised of a $180.0 million single advance term loan that was made on July 31, 2023 (the “Initial Term Loan”) and commitments to provide up to $100.0 million of delayed draw term loans (collectively, the “2023 Term Loan Credit Facility”). The Initial Term Loan is payable in eighty-four 9.50 Each delayed draw term loan under the 2023 Term Loan Credit Facility (“DDT Loans”) will be payable in equal monthly installments, with the monthly installments comprising 80 20 5.95 January 1, 2025 At any time prior to the Maturity Date, Atlas LLC may redeem loans outstanding under the 2023 Term Loan Credit Facility, in whole or in part, at a price equal to 100 8 4 3 2 Dividends and distributions to equity holders are permitted to be made pursuant to certain limited exceptions and baskets described in the 2023 Term Loan Credit Agreement and otherwise generally subject to certain restrictions set forth in the 2023 Term Loan Credit Agreement, including the requirements that (a) no Event of Default (as defined under the 2023 Term Loan Credit Agreement) has occurred and is continuing and (b) Atlas LLC maintains at least $ 30.0 The 2023 Term Loan Credit Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions. The 2023 Term Loan Credit Facility is subject to a maximum 4.0 to 1.0 Proceeds from the 2023 Term Loan Credit Facility were used to repay outstanding indebtedness under our previous 2021 Term Loan Credit Facility with Stonebriar, to repay obligations outstanding under certain equipment lease arrangements with Stonebriar and for general corporate purposes. The 2023 Term Loan Credit Facility is unconditionally guaranteed, jointly and severally, by Atlas LLC and its subsidiaries and secured by substantially all of the assets of Atlas LLC and its subsidiaries. The 2023 Term Loan Credit Facility is also unconditionally guaranteed on an unsecured basis by Atlas Inc. | |
Atlas Sand Company LLC [Member] | ||
Debt | Note 7—Debt Debt consists of the following (in thousands): For the Year Ended 2022 2021 Term Loan Credit Facility $ 148,995 $ 177,539 Less: Debt discount, net of accumulated amortization of $546 and $89, respectively (1,254 ) (1,711 ) Less: Deferred financing fees, net of accumulated amortization of $248 and $29 respectively (567 ) (553 ) Less: Current portion (a) (20,586 ) (15,563 ) Long-term debt $ 126,588 $ 159,712 (a) The current portion of long-term debt reflects payments based on the terms of the 2021 Term Loan Credit Facility. 2021 Term Loan Credit Facility On October 20, 2021, the Company entered into a $180 million, aggregate principal amount, term loan credit facility (“2021 Term Loan Credit Facility”) which bears an interest rate of 8.47% per annum on borrowings outstanding under the facility with Stonebriar Commercial Finance, LLC (the “Term Lender”) and has a maturity date of October 1, 2027. The 2021 Term Loan Credit Facility is guaranteed on a secured basis and interest, plus principal, is payable in seventy-two At any time prior to the October 1, 2027, maturity date, the Company may redeem the 2021 Term Loan Credit Facility, in whole or in part, at a price equal to 100% of the principal amount plus a prepayment fee. The prepayment fee ranges from 3% on or before October 20, 2022, to 2% after October 20, 2022, and on or before October 20, 2023, and 1% thereafter. Upon maturity of the 2021 Term Loan Credit Facility, the entire unpaid principal amount, together with interest, fees and other amounts payable in connection with the facility, is immediately due and payable without further notice or demand. The 2021 Term Loan Credit Facility includes certain non-financial one-third one-fourth Proceeds from the 2021 Term Loan Credit Facility were used exclusively for general corporate purposes, which included the repayment of outstanding indebtedness under the 2018 Term Loan Credit Facility, and to make permitted distributions. As of December 31, 2022 and 2021, the Company was in compliance with the covenants of the 2021 Term Loan Credit Facility. 2018 Asset-Based Loan Credit Facility On December 14, 2018, the Company closed on the Asset-Based Loan Credit Facility (“2018 ABL Credit Facility”) that provides revolving credit financing with a borrowing capacity of up to $50.0 million. The 2018 ABL Credit Facility is unconditionally guaranteed, jointly and severally, by the Company and its subsidiaries. The 2018 ABL Credit Facility will mature on the stated maturity date, December 14, 2023. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the 2018 ABL Credit Facility. The 2018 ABL Credit Facility includes a letter of credit sub-facility, The Company may also request swingline loans under the agreement in an aggregate principal amount not to exceed $7.5 million. During the years ended December 31, 2022 and 2021, the Company had no outstanding swingline loans under the 2018 ABL Credit Facility. Obligations under the 2018 ABL Credit Facility were secured by a first-priority lien on substantially all assets of the Company, until September 9, 2019, when the lenders and the Company entered into the split collateral intercreditor agreement, at which time the 2018 ABL Credit Facility became secured by a first-priority lien on inventory and accounts receivable held by the Company and its subsidiaries, and a second-priority lien on the remaining assets of the Company. Initially, the borrowing base was set at $35.0 million for the period beginning on December 14, 2018 and ending on April 1, 2019. Thereafter, the amount of available credit changes every month, depending on the amount of eligible accounts receivable and inventory the Company has available to serve as collateral. For the period beginning on April 1, 2019, and ending on June 30, 2019, the facility was limited to the lesser of (a) 85% to 90% of the eligible accounts receivable and (b) 75% of the market value of the eligible inventory. Thereafter, the facility is limited to the lesser of (i) the aggregate commitment and (ii) the sum of (a) 85% to 90% of the eligible accounts receivable and (b) lesser of 70% of the cost of the eligible inventory and 85% of the orderly liquidation value of the eligible inventory. The borrowing base components are subject to customary reserves and eligibility criteria. As of December 31, 2022, availability was $48.9 million. Borrowings under the 2018 ABL Credit Facility bear interest, at the Company’s option, at either a base rate or London Interbank Offered Rate (“LIBOR”), as applicable, plus an applicable margin that ranges based on average excess availability. LIBOR loans bear interest at the LIBOR plus an applicable margin, which ranges from 1.50% to 2.00%. Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50% to 2.00%. In addition to paying interest on outstanding principal under the 2018 ABL Credit Facility, the Company is required to pay a commitment fee of 0.375% per annum with respect to the unutilized commitment under the 2018 ABL Credit Facility, based on the average utilization of the 2018 ABL Credit Facility. The Company is also required to pay customary letter of credit fees, to the extent that one or more letter of credit is outstanding. There were no outstanding borrowings under the 2018 ABL Credit Facility as of December 31, 2022. The Company recognized $0.2 million, $0.2 million, and $0.3 million of interest expense, unutilized commitment fees and other fees under the 2018 ABL Credit Facility, classified as interest expense, for the years ended December 31, 2022, 2021 and 2020, respectively. The 2018 ABL Credit Facility requires that if the excess availability, as defined, is less than the greater of (i) 12.50% of the maximum credit and (ii) $5.0 million, the Company shall comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 incurring additional debt, granting liens, entering into guarantees, entering into certain mergers, making certain loans and investments, entering into swap agreements, disposing of assets, prepaying certain debt, declaring dividends, accounting changes, transactions with affiliates, modifying certain material agreements or organizational documents relating to, or changing the business it conducts. The 2018 ABL Credit Facility contains certain customary representations and warranties, affirmative covenants, and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events of abandonment, certain events under the Employee Retirement Income Security Act of 1974 as amended from time to time, material judgments, actual or asserted failure of any guaranty or security document supporting the 2018 ABL Credit Facility to be in full force and effect and change of control. If such an event of default occurs, the lenders under the 2018 ABL Credit Facility would be entitled to take various actions, including the acceleration of amounts due under the 2018 ABL Credit Facility and all actions permitted to be taken by a secured creditor. As of December 31, 2022, the Company was in compliance with the covenants of the 2018 ABL Credit Facility. Limited Waiver and First Amendment to the 2018 ABL Credit Facility On June 4, 2019, the Company and the lenders agreed to amended certain terms of the 2018 ABL Credit Facility to extend the due date for taking certain actions with regard to two wholly owned subsidiaries of the Company, OLC Kermit, LLC and OLC Monahans, LLC, and to allow the making of limited investments into those subsidiaries. In addition, the lender agreed to waive any defaults or events of default that may have resulted from the Company’s acquisition of the two subsidiaries. The Limited Waiver and First Amendment was extended on August 31, 2019, on December 31, 2019, and on June 30, 2020. Second Amendment to the 2018 ABL Credit Facility On October 22, 2019, the Company and the lenders agreed to amend certain terms of the 2018 ABL Credit Facility to allow the Company to enter into insurance premium financing arrangements in the ordinary course of business. Third Amendment to the 2018 ABL Credit Facility On April 13, 2020, the Company and the lenders agreed to amend certain terms of the 2018 ABL Credit Facility that, in the event the Qualified SBA Loan is not forgiven, or fails to qualify for forgiveness, in accordance with the terms of the CARES ACT, allows the Company to establish reserves up to the amount of the Qualified Small Business Administration Loan that is not forgiven or fails to qualify for forgiveness. Fourth Amendment to the 2018 ABL Credit Facility On March 23, 2021, the Company and the lenders agreed to amend certain terms of the 2018 ABL Credit Facility, including expanding the list of assets available for the calculation of available credit. Subsequent to the execution of the Fourth Amendment to the 2018 ABL Credit Facility (“Fourth Amendment”), the facility is limited to the lessor of (i) the aggregate commitment and (ii) the sum of (a) 90% of the book value of eligible accounts receivable, (b) lesser of 100% Pledged Cash, defined on any date, as the aggregate amount of unrestricted cash on deposit in the cash collateral account, and $25.0 million, and (c) the lesser of 70% of the cost of eligible inventory and 85% of the net orderly liquidation value of the eligible inventory. The Company is required to keep cash on deposit in the cash collateral account only to the extent any outstanding borrowings under the 2018 ABL Credit Facility exceed the portion of the borrowing base represented by accounts receivable and inventory. The borrowing base components are subject to customary reserves and eligibility criteria. Additionally, the Fourth Amendment contains provisions addressing the potential transition from LIBOR to a secured overnight financing rate (“SOFR”), in the event the administrator has ceased or will cease publication of LIBOR. Fifth Amendment to the 2018 ABL Credit Facility On October 20, 2021, the Company and the lender agreed to amend certain terms of the 2018 ABL Credit Facility, to, among other things, allow the Company to enter into the 2021 Term Loan Credit Facility with Stonebriar Commercial Finance (the “2021 Term Loan Credit Facility”), to repay all borrowings outstanding under the 2018 Term Loan Credit Facility and to conform certain covenants under the 2018 ABL Credit Facility to the 2021 Term Loan Credit Facility. 2018 Term Loan Credit Facility On January 30, 2018, the Company closed on the 2018 Term Loan Credit Facility that provided debt financing in an aggregate principal amount of $150.0 million, which was funded in a series of tranches during 2018. The Company refers to these borrowings, collectively, as the “2018 Term Loan Credit Facility.” In connection with the 2018 Term Loan Credit Facility, the Company delivered to the lender warrants for up to 41,299,845 Class D units. See Note 9, Equity Obligations under the 2018 Term Loan Credit Facility were secured by a second-priority lien on substantially all assets of the Company, until September 9, 2019, when the lenders and the Company entered into the split collateral intercreditor agreement, at which time the 2018 Term Loan Credit Facility became secured by a second-priority lien on inventory and accounts receivable held by the Company and its subsidiaries, and a first-priority lien on the remaining assets of the Company. In addition, the Company’s subsidiaries had guaranteed the Company’s obligations under the 2018 Term Loan Credit Facility and had granted to the lender security interests in substantially all respective assets. Borrowings under the 2018 Term Loan Credit Facility bore interest equal to the lesser of (1) the applicable interest rate, which was set at either 10% or 13% per annum, based upon the Company’s consolidated leverage ratio or (2) the highest lawful rate, as defined in the 2018 Term Loan Credit Facility agreement. The Company, at its option, could pay up to 50% of any interest payment in-kind. The 2018 Term Loan Credit Facility would have matured on January 30, 2023, and, for certain loans, would amortize in quarterly installments equal to 1.00% of the aggregate outstanding principal balance as of each quarterly payment date beginning with the initial payment, which was made for the year ended December 31, 2018. Beginning on March 31, 2021, the quarterly principal payments increased to 5.00% of the aggregate outstanding principal balance, with the balance payable on the final maturity date, subject to the amend and extend provisions applicable under the agreement. The Company had the option to voluntarily prepay the outstanding 2018 Term Loan Credit Facility along with all interest then accrued and unpaid, in whole or in part, and the applicable premium payment based upon either (a) the present value using a discount rate based upon a U.S. Treasury rate plus 50 basis points of the amount of interest that would have been payable on the principal balance prepaid if prior to January 30, 2020, (b) 7% of the principal balance prepaid, thereafter and prior to January 30, 2021, (c) 3% of the principal balance prepaid, anytime thereafter, or (d) 1% of the principal balance if prepaid upon the occurrence of an Initial Public Offering (“IPO”) event. The 2018 Term Loan Credit Facility contained customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Company’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In addition, it contained customary events of default that entitled the lenders to cause any or all of the Company’s indebtedness under the 2018 Term Loan Credit Facility to become immediately due and payable. The events of default (some of which were subject to applicable grace or cure periods) included, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. First Amendment to the 2018 Term Loan Credit Facility On April 3, 2019, the Company amended certain terms of the 2018 Term Loan Credit Facility, which allowed for borrowings of an additional $25.0 million, primarily to fund capital improvement projects. In addition, language related to payment terms for certain 2018 Term Loan Credit Facility was amended so that all aggregate outstanding principal related to the 2018 Term Loan Credit Facility, other than the paid-in-kind In connection with the First Amendment to the 2018 Term Loan Credit Facility above on April 3, 2019, additional warrants were delivered for up to 4,192,460 Class D units, which were exercisable upon funding of the draws in proportion to the additional $25.0 million in borrowings, see Note 9, Equity, for further discussion. On June 20, 2019, the Company borrowed $5.0 million of the additional $25.0 million under the 2018 Term Loan Credit Facility. On June 28, 2019, the Company borrowed another $5.0 million of the additional $25.0 million under the 2018 Term Loan Credit Facility. On April 24, 2020 and July 7, 2020, the Company borrowed $12.2 and $2.3 million of the additional $25.0 million under the 2018 Term Loan Credit Facility, respectively. Limited Waiver and Second Amendment to the 2018 Term Loan Credit Facility On June 4, 2019, the Company and the lender agreed to amended certain terms of the 2018 Term Loan Credit Facility to extend the due date for taking certain actions with regard to two wholly owned subsidiaries of the Company, OLC Kermit, LLC and OLC Monahans, LLC, and to allow the making of limited investments into those subsidiaries. In addition, the lender agreed to waive any defaults or events of default that may have resulted from the Company’s acquisition of the two subsidiaries. The Limited Waiver and Second Amendment was extended on August 31, 2019, on December 31, 2019, on June 30, 2020, and on August 29, 2020. Third Amendment to the 2018 Term Loan Credit Facility On October 22, 2019, the Company and the lender agreed to amend certain terms of the 2018 Term Loan Credit Facility to allow the Company to enter into insurance premium financing arrangements in the ordinary course of business. Fourth Amendment to the 2018 Term Loan Credit Facility On April 13, 2020, the Company and the lender agreed to amend certain terms of the 2018 Term Loan Credit Facility to allow the Company to receive the Qualified Small Business Administration Loan in an amount not to exceed $10.0 million. Extinguishment of the 2018 Term Loan Credit Facility On October 25, 2021, the Company repaid all borrowings outstanding under the 2018 Term Loan Credit Facility, in connection with entering into a new 2021 Term Loan Credit Facility with Stonebriar Commercial Finance. The Company paid a total of $171.0 million, which included principal of $143.1 million, paid-in-kind Debt Obligations The following table sets forth future principal payment obligations as of December 31, 2022, based on the terms of the Term Loan Credit Facility (in thousands). 2023 $ 20,586 2024 35,457 2025 38,611 2026 42,012 2027 12,329 Total $ 148,995 |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Commitments and Contingencies | Note 7 – Commitments and Contingencies Royalty Agreements Atlas LLC entered into a royalty agreement associated with its leased property at the Kermit facility and a mining agreement associated with its leased property at the Monahans facility, in each case, with Permian Dunes Holding Company, LLC, a related party. The royalty agreement associated with the Kermit facility terminated on the date of our IPO, pursuant to the terms of the agreement. Under the mining agreement associated with the Monahans facility, we are committed to pay royalties on product sold from that facility and are required to pay a minimum royalty of $1.0 million for any lease year following our IPO. Royalty expense associated with these agreements is recorded as the product is sold, is included in costs of sales, and totaled between 5% and 10% of cost of sales for the three and six months ended June 30, 2023, and totaled between 10% and 15% of cost of sales for the three and six months ended June 30, 2022. Standby Letters of Credit As of December 31, 2022, we had $1.1 million outstanding in standby letters of credit issued under the 2018 ABL Credit Facility. On February 22, 2023, the 2018 ABL Credit Facility was terminated and our standby letters of credit were transferred to our 2023 ABL Credit Facility. As of June 30, 2023, we had $1.1 million outstanding in standby letters of credit issued under the 2023 ABL Credit Facility. Purchase Commitments On March 23, 2022, we entered into an agreement to purchase transportation and logistics equipment in the amount of $5.2 million and $26.2 million in 2022 and 2023, respectively, subject to customary terms and conditions. On April 20, 2022, we entered into an agreement to purchase transportation and logistics equipment in the amount of $8.5 million and $11.9 million in 2022 and 2023, respectively, subject to customary terms and conditions. In addition, in connection with the construction of the Dune Express and construction of the second facility at the Kermit location, we enter short-term purchase obligations for products and services. We expect to use $291.2 million of the net proceeds from the IPO and cash flow from operations to fund the obligations over the next 15 to 17 months. Litigation We are involved in various legal and administrative proceedings that arise from time to time in the ordinary course of doing business. Some of these proceedings may result in fines, penalties or judgments being assessed against us, which may adversely affect our financial results. In addition, from time to time, we are involved in various disputes, which may or may not be settled prior to legal proceedings being instituted and which may result in losses in excess of accrued liabilities, if any, relating to such unresolved disputes. Expenses related to litigation reduce operating income. We do not believe that the outcome of any of these proceedings or disputes would have a significant adverse effect on our financial position, long-term results of operations or cash flows. It is possible, however, that charges related to these matters could be significant to our results of operations or cash flows in any single accounting period. Management is not aware of any legal, environmental or other commitments and contingencies that would have a material effect on the Financial Statements. | |
Atlas Sand Company LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Commitments and Contingencies | Note 8—Commitments and Contingencies Royalty Agreements The Company has entered into a royalty agreement associated with its leased properties with a related party, under which it is committed to pay royalties on product sold from its production facilities for which the Company has received payment from the end customer. Royalty expense is recorded as the product is sold, is included in costs of sales, and totaled between 10% and 15% of cost of sales for the year ended December 31, 2022, and less than 10% of cost of sales for the years ended December 31, 2021 and 2020, respectively. Standby Letters of Credit As of December 31, 2022 and 2021, the Company had outstanding standby letters of credit issued under the 2018 ABL Credit Facility of $1.1 million and $0.6 million, respectively. Lease Obligations As of December 31, 2022, the Company’s estimated future minimum lease payments under long-term operating and finance lease agreements are associated with the Company’s adoption of ASC 842 and relate to lease payment maturities. The Company’s leases include office space, equipment and vehicles. See Note 6, Leases, for additional disclosure on the Company’s estimated future minimum lease payments. Purchase Commitments On March 23, 2022, the Company entered into an agreement to purchase transportation and logistics equipment in the amount of $5.2 million and $26.2 million in 2022 and 2023, respectively, subject to customary terms and conditions. On April 20, 2022, the Company entered into an agreement to purchase transportation and logistics equipment in the amount of $8.5 million and $11.9 million in 2022 and 2023, respectively, subject to customary terms and conditions. Litigation The Company is involved in various legal and administrative proceedings that arise from time to time in the ordinary course of doing business. Some of these proceedings may result in fines, penalties or judgments being assessed against the Company, which may adversely affect financial results. In addition, from time to time, the Company is involved in various disputes, which may or may not be settled prior to legal proceedings being instituted and which may result in losses in excess of accrued liabilities, if any, relating to such unresolved disputes. Expenses related to litigation reduce operating income. The Company does not believe that the outcome of any of these proceedings or disputes would have a significant adverse effect on the financial position, long-term results of operations or cash flows. It is possible, however, that charges related to these matters could be significant to results of operations or cash flows in any single accounting period. Management is not aware of any legal, environmental or other commitments and contingencies that would have a material effect on the consolidated financial statements. |
Stockholders Equity
Stockholders Equity | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Stockholders Equity | Note 8 – Stockholders Equity Class A Common Stock Atlas Inc. had 57,147,501 shares of Class A common stock outstanding as of June 30, 2023. Holders of shares of Class A common stock are entitled to one vote per share held of record on all matters to be voted upon by the Company’s stockholders and are entitled to ratably receive dividends when and if declared by the Company’s board of directors (the “Board”). Upon liquidation, dissolution, distribution of assets or other winding stock Class B Common Stock Atlas Inc. had 42,852,499 shares of Class B common stock outstanding as of June 30, 2023. Holders of shares of Class B common stock are entitled to one vote per share on all matters to be voted upon by the Company’s stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to Atlas Inc.’s stockholders for their vote or approval. Holders of Class B common stock do not have any right to receive dividends or distributions upon a liquidation or winding up of Atlas Inc. See Note 9 - Redeemable Noncontrolling Interest Dividends and Distributions In April 2023, Atlas Operating approved a distribution to its unitholders, the Company and Holdings, in the aggregate amount of $4.1 million for the payment of estimated U.S. federal income tax obligations, as permitted by the Atlas Operating LLCA. To effect the payment of the distribution, Atlas Operating made a distribution of $2.3 million to the Company, which was remitted to the Internal Revenue Service. The related pro rata distribution due to Holdings is included in accrued liabilities on the condensed consolidated balance sheets. In May 2023, Atlas Operating approved and paid a distribution of $0.15 per Operating Unit, in the aggregate amount of $15.0 million, as permitted by the Atlas Operating LLCA, and the Company declared a quarterly variable dividend of $0.15 per share of Class A common stock. To effect the payment of the dividend, Atlas Operating paid a distribution of $0.15 per Operating Unit to each of the Company and Holdings, the Company used its respective distribution to fund the quarterly variable dividend paid to the holders of our Class A common stock, and Holdings distributed its respective distributions to certain Legacy Owners who are holders of membership interests in Holdings. Concurrently with this distribution, Atlas LLC repaid $3.8 million of the 2021 Term Loan Credit Facility at par per the terms of the 2021 Term Loan Credit Facility. On July 31, 2023, Atlas Operating approved a distribution of $0.20 per Operating Unit, in the aggregate amount of $20.0 million, as permitted by the Atlas Operating LLCA, and the Company declared a quarterly base dividend of $0.15 per share and a quarterly variable dividend of $0.05 per share of Class A common stock. The dividend and distribution, as applicable, will be payable on August 17, 2023 to holders of record of Class A common stock and Operating Units, as applicable, at the close of business on August 10, 2023. Up-C On July 31, 2023, the Company entered into a master reorganization agreement (the “Simplification MRA”) to reorganize under a new public holding company (the “Up-C Up-C “Up-C” The parties to the Simplification MRA are: the Company; Atlas Operating; New Atlas HoldCo Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“New Atlas”); AESI Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Atlas (“PubCo Merger Sub”); Atlas Operating Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of New Atlas (“OpCo Merger Sub”); and Holdings. Holdings currently holds all of the Existing Class B Shares and all of the issued and outstanding Operating Units not held by the Company. The term “Downstairs Holder(s)” refers to Holdings or, in the event that any of the Operating Units and corresponding Existing Class B Shares currently held by Holdings are distributed or otherwise transferred prior to the consummation of the Up-C Pursuant to the Simplification MRA, (a) PubCo Merger Sub will be merged with and into Atlas Inc. (the “PubCo Merger”), as a result of which (i) each of the Existing Class A Shares then issued and outstanding will be exchanged for one share of common stock of New Atlas, par value $0.01 per share (the “New Atlas Common Stock”), (ii) all of the Existing Class B Shares then issued and outstanding will be surrendered by the Downstairs Holder(s) and cancelled for no consideration and (iii) Atlas Inc. will survive the PubCo Merger (in such capacity, the “Surviving Corporation”) as a direct, wholly-owned subsidiary of New Atlas; and (b) OpCo Merger Sub will be merged with and into Atlas Operating (the “OpCo Merger” and, together with the PubCo Merger, the “Mergers”), as a result of which (i) each of the Operating Units then issued, outstanding and held by the Downstairs Holder(s) will be exchanged for one share of New Atlas Common Stock and (ii) Atlas Operating will become a wholly-owned subsidiary (partially direct and partially indirect through the Surviving Corporation) of New Atlas. As a result of the Up-C Under the terms of the Simplification MRA, New Atlas is required to file with the SEC a registration statement on Form S-4 in order to provide for the registration under the Securities Act of the shares of New Atlas Common Stock issuable by New Atlas in connection with the Mergers (the “Simplification Registration Statement”), and containing an information statement and prospectus relating to the Mergers (the “Information Statement/Prospectus). Pursuant to the terms of the Simplification MRA and in connection with the consummation of the Up-C Simplification, that certain Registration Rights Agreement, dated March 8, 2023, by and among Atlas Inc. and the other parties thereto (the “Existing Registration Rights Agreement”), and that certain Stockholders’ Agreement, dated March 8, 2023, by and among Atlas Inc. and the other parties thereto (the “Existing Stockholders’ Agreement”), are expected to be amended and restated in order to, among other things, provide for the assumption of Atlas Inc.’s obligations thereunder by New Atlas. The amended and restated registration rights agreement and the amended and restated stockholders’ agreement will each be substantially similar to the Existing Registration Rights Agreement and Existing Stockholders’ Agreement, respectively, but will contain certain administrative and clarifying changes to reflect the transition from a dual class to a single class of common stock. The consummation of the Up-C Simplification, including the Mergers, is subject to the satisfaction or waiver of certain specified conditions in the Simplification MRA, including, among other things, (i) the receipt of approval of the Up-C Simplification by the holders of a majority of the voting power of the outstanding shares of Existing Common Stock entitled to vote thereon, (ii) the Simplification Registration Statement having been declared effective by the SEC under the Securities Act, (iii) the shares of New Atlas Common Stock issuable in connection with the Mergers having been approved for listing on the New York Stock Exchange, and (iv) at least 20 calendar days having elapsed since Atlas Inc. mailed the Information Statement/Prospectus to its stockholders. Non-recurring Up-C add-back Non-GAAP A more detailed description of the Simplification MRA and the Up-C 8-K “Up-C 8-K”). Up-C 8-K. | ||
Atlas Sand Company LLC [Member] | |||
Stockholders Equity | Note 9—Equity The Company has authority to issue an unlimited number of units under its current capital structure and the ability to issue additional units of different classes or series. The outstanding units are designated as Class A units, Class C units, Class D units and Class P units. Additional units, of the same or different classes or series, having the same or different rights, powers and duties as preexisting units may be created and issued. All Class A, Class C, Class D and Class P unitholders as of December 31, 2022 and 2021, are deemed to be members of the Company (“Members”). On January 30, 2018, the Company executed the Third Amended and Restated Limited Liability Company Agreement of Atlas Sand Company, LLC (“LLC Agreement”) to create Class D units as a class of unit that the Company is authorized to issue. This amendment was executed in connection with the issuance of the 2018 Term Loan Credit Facility. The Company delivered to the lender warrants for up to 41,299,845 Class D units, with an exercise price of $0.01 per warrant unit, that became exercisable upon the funding of each draw under the 2018 Term Loan Credit Facility. During the year ended December 31, 2018, the lender exercised all 41,299,845 Class D warrants. On April 3, 2019, the Company amended certain terms of the 2018 Term Loan Credit Facility. In connection with the First Amendment, the Company delivered to the lender additional warrants for up to 4,192,460 Class D units, which were exercisable upon funding of the draws in proportion to the additional drawings. During the year ended December 31, 2020, the Company delivered and the lender immediately exercised the remaining 2,515,470 Class D warrants associated with the First Amendment. There were no warrants outstanding as of December 31, 2022 and 2021. Each Member of the Company is entitled to one vote for each Class A, Class C and Class D unit owned by such Member. Class P units are issued in connection with the Company’s long-term incentive plan and have no voting rights. The Company’s LLC Agreement contains provisions for the allocation of net income and loss to the Class A and Class D units. For purposes of maintaining Member capital accounts, the LLC Agreement specifies that net income or net loss shall be allocated proportionally among Members in accordance with their respective percentage ownership interest. In accordance with the Company’s LLC Agreement, all Class C units shall automatically convert to Class A units immediately prior to the closing of a Capital Event, as defined in the Company’s LLC Agreement, which, in general, includes a public offering or sale of the Company’s assets or equity. Additionally, the holders of Class C units may elect, at any time prior to the approval of a Capital Event, to convert all Class C units into newly issued Class A units by providing notice to the Company. The Company’s LLC Agreement sets forth the calculation to be used to determine the amount of cash distributions that the unitholders will receive. In December 2021, May 2022, August 2022, and October 2022, the Company paid a cash distribution to Class A and Class D unitholders in the aggregate amount of $10.0 million, $15.0 million, $15.0 million, and $15.0 million, respectively, based on the Company’s LLC Agreement calculation. In January 2023, the Company paid additional cash distributions to Class A and Class D unitholders of $15.0 million based on the Company’s LLC Agreement calculation. Class C units do not participate in cash distributions, based on the terms of the Company’s LLC Agreement. Upon admittance as Members of the Company, the Class C unitholders were initially granted an option that entitles them to acquire a percentage of the units of the Company that are offered in conjunction with additional capital contribution events, as defined by the Company’s LLC Agreement, which generally includes instances where additional units are issued by the Company. The option is not unconditional and can only be exercised upon the occurrence of certain capital events. The consideration for the exercise of the option is based on the percentage ownership of the Class C unitholders at the date of the capital event and the total capital to be contributed in connection with such capital event. In October 2021, pursuant to the Company’s LLC Agreement, the Company delivered a Funding Notice to the Atlas Sand Company, LLC unitholders (other than ASMC, which is the majority unitholder and had already made Additional Capital Contributions related to such Funding Notice), by which the Company offered each unitholder the right, but not the obligation, to make Additional Capital Contributions to the Company. In addition, the Company delivered a notice to the Class C unitholders pursuant to their option giving them the right to make additional capital contributions, which they exercised. The offering closed on December 1, 2021 and resulted in Additional Capital Contributions of $12.6 million for the year ended December 31, 2021. | ||
Atlas Energy Solution INC [Member] | |||
Stockholders Equity | Note 3—Stockholders’ Equity Atlas Inc. is authorized to issue 1,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”). Under the Atlas Inc.’s certificate of incorporation in effect as of February 3, 2022, all shares of Class A Common Stock are identical. In exchange for $10.00, the Corporation has issued 1,000 shares of Class A Common Stock, all of which were held by the Company as of February 3, 2022 and December 31, 2022. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Note 9 – Redeemable Noncontrolling Interest The redeemable noncontrolling interest represents the Legacy Owners’ 42.9% economic interest in Atlas Operating through ownership of Operating Units. In addition, the Legacy Owners own all of the Company’s non-economic Business and Organization • Each holder of Operating Units following the Reorganization, other than Atlas Inc. and its subsidiaries, received a number of shares of Class B common stock equal to the number of Operating Units held by such holder following the IPO; • Atlas Inc. contributed, directly or indirectly, the net proceeds of the IPO to Atlas Operating in exchange for an additional number of Operating Units such that Atlas Inc. holds, directly or indirectly, a total number of Operating Units equal to the number of shares of Class A common stock outstanding following the IPO; and • Following the IPO, under the Atlas Operating LLCA, the holders of Operating Units, other than Atlas Inc., will, subject to certain limitations, have the right (the “Redemption Right”) to cause Atlas Operating to acquire all or a portion of their Operating Units for, at Atlas Operating’s election, (i) shares of Atlas Inc.’s Class A common stock at a redemption ratio of one share of Class A common stock for each Operating Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash. The Company will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which are expected to include the relative value of the Class A common stock (including the trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Operating Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Atlas Inc. (instead of Atlas Operating) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered Operating Unit directly from the redeeming holder for, at Atlas Inc.’s election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (y) an equivalent amount of cash. In connection with any redemption of Operating Units pursuant to the Redemption Right or the Call Right, a corresponding number of shares of such holder’s Class B common stock will be cancelled. The The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. From the date of the IPO through June 30, 2023, we recorded adjustments to the value of our redeemable noncontrolling interest as presented in the table below: Redeemable Balance at March 13, 2023 (1) $ 771,345 Net income attribution post-IPO 39,303 $0.15/unit distribution to Atlas Sand Operating, LLC unitholders (6,428 ) Other distributions to redeemable non-controlling (1,777 ) Balance at June 30, 2023 $ 802,443 (1) Based on the Operating Units held by the Legacy Owners who also hold 42,852,499 shares of Class B common stock and a Class A common stock price of $18.00 on the date on which we consummated the IPO. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-Based Compensation | Note 10 – Stock-Based Compensation Long Term Incentive Plan On March 8, 2023, we adopted the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan (the “LTIP”) for the benefit of employees, directors and consultants of the Company and its affiliates. The LTIP provides for the grant of all or any of the following types of awards: (1) incentive stock options qualified as such under U.S. federal income tax laws; (2) stock options that do not qualify as incentive stock options; (3) stock appreciation rights; (4) restricted stock awards; (5) restricted stock units (“RSUs”); (6) bonus stock; (7) dividend equivalents; (8) other stock-based awards; (9) cash awards; and (10) substitute awards. The shares to be delivered under the LTIP may be made available from (i) authorized but unissued shares, (ii) shares held as treasury stock or (iii) previously issued shares reacquired by us, including shares purchased on the open market. Subject to adjustment in accordance with the terms of the LTIP, 10,270,000 shares of Class A common stock have been reserved for issuance pursuant to awards under the LTIP. If an award under the LTIP is forfeited, settled for cash or expires without the actual delivery of shares, any shares subject to such award will again be available for new awards under the LTIP. The LTIP will be administered by the Compensation Committee of the Board (the “Compensation Committee”). On June 30, 2023, 9,507,255 shares of Class A common stock were available for future grants. We account for the awards granted under the LTIP as compensation cost measured at the fair value of the award on the date of grant. Restricted Stock Units RSUs represent the right to receive shares of Class A common stock at the end of the vesting period in an amount equal to the number of RSUs that vest. The granted RSUs vest and become exercisable with respect to employees in three equal installments starting on the first anniversary of the date of grant and, with respect to directors, on the one-year settled, we will record the amount of such dividend in a bookkeeping account and pay to the participant an amount in cash equal to the cash dividends the participant would have received if the participant was the holder of record, as of such record date, of a number of shares of common stock equal to the number of RSUs held by the participant that had not been settled as of such record date, such payment to be made on or within 60 days following the date on which such RSUs vest. The stock-based compensation expense of such RSUs was determined using the closing prices on March 13, 2023 and May 22, 2023, the dates of grant, of $15.99 and $17.72 applied to the total number of 260,722 and 28,217 RSUs granted, respectively. We account for forfeitures as they occur. We recognized stock-based compensation related to RSUs of $0.7 million and $0.8 million for the three and six months ended June 30, 2023, respectively. Changes in non-vested Number of Units Weighted Average Non-vested — $ — Granted 288,939 $ 16.16 Vested (16,944 ) $ 15.99 Forfeited — $ — Non-vested 271,995 $ 16.17 There was approximately $3.8 million of unrecognized compensation expense relating to outstanding RSUs as of June 30, 2023. The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of 1.6 years. Performance Share Units Performance Share Units (“PSUs”) represent the right to receive one share of Class A common stock multiplied by the number of PSUs that become earned, and the number of PSUs that may vest range from 0% to 200% of the Target PSUs (as defined in the Performance Share Unit Grant Agreement governing the PSUs (the “PSU Agreement”)), subject to the Compensation Committee’s discretion to increase the ultimate number of vested PSUs above the foregoing maximum level. Each PSU also includes a tandem dividend equivalent right, which is a right to receive an amount equal to the cash dividends made with respect to a share of common stock during the Performance Period (as defined in the PSU Agreement), which will be adjusted to correlate to the number of PSUs that ultimately become vested pursuant to the PSU Agreement. 490,167 PSUs (based on target) were granted on March 13, 2023 (the “2023 PSUs”). The Performance Goals (as defined in the PSU Agreement) for the 2023 PSUs are based on a combination of Return on Capital Employed (“ROCE”) and “Relative TSR” (each, as defined in the PSU Agreement), with 25% weight applied to ROCE and 75% weight applied to Relative TSR, each as measured during the three-year Performance Period ending December 31, 2025. The vesting level is calculated based on the actual total stockholder return achieved during the Performance Period. The fair value of such PSUs was determined using a Monte Carlo simulation and will be recognized over the applicable Performance Period. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Expected volatilities in the model were estimated using a historical period consistent with the Performance Period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant. We recognized stock-based compensation related to PSUs of $0.9 million and $1.1 million for the three and six months ended June 30, 2023. Changes in non-vested Number of Units Weighted Average Non-vested — $ — Granted 490,167 $ 20.19 Vested (584 ) $ 20.19 Forfeited (16,360 ) $ 20.19 Non-vested 473,223 $ 20.19 There was approximately $8.5 million of unrecognized compensation expense relating to outstanding PSUs as of June 30, 2023. The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of 2.5 years. Atlas LLC Incentive Plan and ASMC Incentive Plan Prior to the IPO closing date, the Company recognized unit-based compensation expense for awards granted under two long-term incentive plans, the Atlas Sand Management Company, LLC Long-Term Incentive Plan (the “ASMC Plan”) and the Atlas Sand Company, LLC Long-Term Incentive Plan (the “ASCo Plan”). The ASMC Plan was adopted on September 15, 2017, by ASMC for officers, employees, directors, managers and consultants of ASMC (the “ASMC Participants”). The ASCo Plan was adopted by Atlas LLC on December 15, 2017, for officers, employees, directors, managers, consultants or other advisors of Atlas LLC (the “ASCo Participants”). On May 28, 2018, Atlas LLC adopted the Atlas Sand Company, LLC Amended and Restated Long-Term Incentive Plan that reduced the authorized available awards to be issued under the ASCo Plan from 149,425 to 100,000. The ASCo Plan consists of equity grants of Class P units made to ASCo Participants at the discretion of the plan administrator. Pursuant to the terms of the ASCo Plan, to the extent that an award is canceled, any and all Class P units that are canceled and repurchased will be available again for new awards under the ASCo Plan. The Company has applied the guidance of FASB Interpretation 44, which establishes an accounting model whereby equity awards granted by a parent company to employees of a subsidiary are recognized in the financial statements of the subsidiary. A summary of Atlas LLC’s Class P unit activity is as follows: Number of Class Weighted Average Non-vested 3,533 $ 151.57 Granted — $ — Vested (3,533 ) $ 151.57 Forfeited — $ — Non-vested — $ — We account for each tranche of the unit awards as compensatory awards in accordance with ASC 718, and as such, compensation expense is recognized over the service condition vesting period based on the grant date fair values using a graded vesting methodology. To determine grant date fair value, we valued these unit awards utilizing a Monte Carlo option pricing model, to take into consideration the probability of a market condition on being met. This methodology involves making assumptions for the expected time to liquidity, volatility and risk-free rate. We estimated expected volatility based on a 50/50 blend of historical and implied volatility. The risk-free interest rate is based on the yield on U.S. government bonds for a period commensurate with the expected term. The expected term is based on time to the expected exit date as of the valuation date based on the probability weighted average of exit scenario terms. We applied a discount to reflect the lack of marketability due to the absence of an active market for its units. Further, we assumed no expected dividend yield. For the three and six months ended June 30, 2023, we recognized no unit-based compensation expense related to awards in the ASCo Plan and $0.2 million of unit-based compensation expense related to awards in the ASCo Plan, respectively, as compared to $0.1 million and $0.3 million for the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 2023, the Company recognized no unit-based compensation expense related to awards in the ASMC Plan and $0.1 million of unit-based compensation expense related to awards in the ASMC Plan, respectively, as compared to $0.1 million and $0.1 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, there were no unrecognized unit-based compensation expense amounts related to the ASCo Plan and ASMC Plan. | |
Atlas Sand Company LLC [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-Based Compensation | Note 10—Unit-Based Compensation The Company recognizes unit-based compensation expense for awards granted under two long-term incentive plans, the Atlas Sand Management Company, LLC Long-Term Incentive Plan (the “ASMC Plan”) and the Atlas Sand Company, LLC Long-Term Incentive Plan (the “ASCo Plan”). The ASMC Plan was adopted on September 15, 2017, by ASMC for officers, employees, directors, managers and consultants of the Company (the “ASMC Participants”). The ASCo Plan was adopted by the Company on December 15, 2017, for officers, employees, directors, managers, consultants or other advisors of the Company (the “ASCo Participants”). The Company has applied the guidance of FASB Interpretation 44, which establishes an accounting model where equity awards granted by a parent company to employees of a subsidiary are recognized in the financial statements of the subsidiary. During the years ended December 31, 2022, 2021 and 2020, the Company recognized $0.2 million, de minimis, and $0.9 million of unit-based compensation expense in its consolidated statements of operations related to awards in the ASMC Plan, respectively. On May 28, 2018, the Company adopted the Amended and Restated Long-Term Incentive Plan that reduced the authorized available awards to be issued under the ASCo Plan from 149,425 to 100,000. The ASCo Plan consists of equity grants of Class P units made to ASCo Participants at the discretion of the plan administrator. Pursuant to the terms of the ASCo Plan, to the extent that an award is canceled, any and all Class P units that are canceled and repurchased will be available again for new awards under the ASCo Plan. The vesting schedule for each grant under the plans shall be determined by the respective plans’ administrator. A summary of ASCo’s Class P unit activity is as follows (in thousands): ASCo Plan Class P unit activity Number of Weighted Non-vested 2,500 $ 151.57 Granted 2,500 — Vested (2,167 ) $ 151.57 Forfeited — — Non-vested 2,833 $ 151.57 Granted 2,200 $ 151.57 Vested (1,500 ) $ 151.57 Forfeited — — Non-vested 3,533 $ 151.57 The Company accounts for each tranche of the unit awards as compensatory awards in accordance with FASB ASC 718, and as such, compensation expense is recognized over the service condition vesting period based on the grant date fair values using a graded vesting methodology. To determine grant date fair value, the Company valued these unit awards utilizing a Monte Carlo option pricing model, to take into consideration the probability of a market condition on being met. This methodology involves making assumptions for the expected time to liquidity, volatility and risk-free rate. The Company estimated expected volatility based on a 50/50 blend of historical and implied volatility. The risk-free interest rate is based on the yield on U.S. government bonds for a period commensurate with the expected term. The expected term is based on time to the expected exit date as of the valuation date based on the probability weighted average of exit scenario terms. The Company applies a discount to reflect the lack of marketability due to the absence of an active market for its shares. Further, the Company assumed no expected dividend yield. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $0.4 million, $0.1 million, and $1.6 million of unit-based compensation expense related to awards in the ASCo Plan, respectively. As of December 31, 2022, unrecognized unit-based compensation expense amounts related to the ASCo and ASMC Plans were $0.2 million and $0.1 million, respectively, with a weighted average remaining service period of 1.2 years. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 11 – Earnings per Share Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. Atlas Inc. uses the treasury stock method to determine the potential dilutive effect of vesting of its outstanding RSUs and PSUs. Atlas Inc. does not use the two-class - Summary of Significant Accounting Policies -Earnings Per Share For the three and six months ended June 30, 2023, Atlas Inc.’s EPS calculation includes only its share of net income for the period subsequent to the IPO, and omits income prior to the IPO. In addition, the basic weighted average shares outstanding calculation is based on the actual days during which the shares were outstanding date of our IPO through June 30, 2023. The following table reflects the allocation of net income to common stockholders and EPS computations for the period indicated based on a weighted average number of shares of common stock outstanding for the period: Three Months Ended Six Months Ended June 30, June 30, 2023 2023 Numerator: Net income $ 71,211 $ 134,116 Less: Pre-IPO — 54,561 Less: Net income attributable to redeemable noncontrolling interest 32,693 39,303 Net income attributable to Atlas Energy Solutions, Inc. $ 38,518 $ 40,252 Three Months Ended Six Months Ended June 30, June 30, 2023 2023 Denominator: Basic weighted average shares outstanding 57,148 57,148 Dilutive potential of restricted stock units 272 272 Diluted weighted average shares outstanding (1) $ 57,420 $ 57,420 Basic EPS attributable to Class A stockholders $ 0.67 $ 0.70 Diluted EPS attributable to Class A stockholders (1) $ 0.67 $ 0.70 (1) Shares of Class A common stock issued in exchange for Operating Units do not have a dilutive effect on EPS and were not included in the EPS calculation. As of June 30, 2023, there were 473,223 shares related to PSUs (based on target) that could vest in the future based on predetermined performance goals. These units were not included in the computation of EPS for the three months ended June 30, 2023, because the performance goals had not been met, assuming the end of the reporting period was the end of the contingency period. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Line Items] | ||
Income Taxes | Note 12 – Income Taxes The Company’s predecessor, Atlas LLC, is a limited liability company that elected to be treated as a partnership for income tax purposes and, therefore, is not subject to U.S. federal income tax. Rather, the U.S. federal income tax liability with respect to the taxable income of Atlas LLC is passed through to its owners. However, Atlas LLC’s operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 0.75% of income that is apportioned to Texas. The tax expense or benefit associated with the interim period is computed using the most recent estimated tax rate applied to the year-to-date Atlas Inc. is a corporation and is subject to U.S. federal, state and local income taxes. In March 2023, Atlas Inc. completed its initial public offering of 18,000,000 shares of Class A common stock at a price to the public of $18.00 per share. The tax implications of the Reorganization, the IPO and the tax impact of Atlas Inc.’s status as a taxable corporation subject to U.S. federal income tax have been reflected in the accompanying Financial Statements. On March 13, 2023, the date on which we closed the IPO, a corresponding deferred tax liability of approximately $27.5 million was recorded associated with the differences between the tax and book basis of the investment in Atlas LLC. The offset of the deferred tax liability was recorded to additional paid-in The effective combined U.S. federal and state income tax rate for the three and six months ended June 30, 2023 was 8.7%. During the three and six months ended June 30, 2023, we recognized an income tax expense of $5.1 million and $12.7 million, respectively. Total income tax expense for the three and six months ended June 30, 2023 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% due to the net income attributable to Atlas LLC prior to the date of our IPO, net income attributable to noncontrolling interest subsequent to the IPO, and state taxes (net of the anticipated federal benefit). During the three and six months ended June 30, 2022, we recognized an income tax expense of $0.6 million and $0.8 million, respectively. | |
Atlas Sand Company LLC [Member] | ||
Income Tax Disclosure [Line Items] | ||
Income Taxes | Note 11—Income Taxes The components of the income tax provision are as follows (in thousands): For the Year Ended 2022 2021 2020 Current income tax provision: Federal $ — $ — $ — State 1,858 471 (294 ) Total current income tax provision (benefit) $ 1,858 $ 471 $ (294 ) Deferred income tax provision: Federal $ — $ — $ — State (2 ) 360 666 Total deferred income tax provision (benefit) $ (2 ) $ 360 $ 666 Income tax provision $ 1,856 $ 831 $ 372 Income tax expense was different than the amounts computed by applying the statutory federal income tax rate for partnerships (0%) as follows (in thousands, except effective tax rates): For the Year Ended December 31, 2022 2021 2020 Income before income taxes $ 218,862 $ 5,089 $ (34,070 ) Income tax expense at the federal statutory rate — — — State income tax expense 1,856 831 372 Income tax expense $ 1,856 $ 831 $ 372 Effective tax rate 0.8 % 16.3 % (1.1 )% The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below (in thousands): For the Year Ended 2022 2021 Deferred tax assets: Other $ — $ — Total deferred tax assets $ — $ — Deferred tax liabilities: Depreciable and depletable assets $ 1,906 $ 1,908 Other — — Total deferred tax liabilities $ 1,906 $ 1,908 Due to the contribution |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Related-Party Transactions | Note 13 – Related-Party Transactions Brigham Oil & Gas, LLC Atlas LLC has sold proppant to a customer, Brigham Oil & Gas, LLC (“Brigham Oil & Gas”), which is controlled by our Executive Chairman and Chief Executive Officer, Bud Brigham. For the three and six months ended June 30, 2023 and 2022, the Company made no sales to this related party. As of June 30, 2023 and December 31, 2022, we had no outstanding accounts receivable and $0.9 million outstanding accounts receivable with Brigham Oil & Gas, respectively. Brigham Land Management LLC Brigham Land Management LLC (“Brigham Land”) provides us with landman services for certain of our projects and initiatives. The services are provided on a per hour basis at market prices. Brigham Land is owned and controlled by Vince Brigham, an advisor to the Company and the brother of our Executive Chairman and Chief Executive Officer, Bud Brigham. For the three and six months ended June 30, 2023, we made aggregate payments to Brigham Land equal to approximately $0.3 million and $0.5 million, respectively. For the three and six months ended June 30, 2022, we made aggregate payments to Brigham Land equal to approximately $0.2 million and $0.5 million, respectively. As of June 30, 2023 and December 31, 2022, our outstanding accounts payable to Brigham Land was $0.1 million and $0.1 million, respectively. Brigham Earth, LLC Brigham Earth, LLC (“Brigham Earth”) provides us with professional and consulting services as well as access to certain information and software systems. Brigham Earth is owned and controlled by our Executive Chairman and Chief Executive Officer, Bud Brigham. For the three and six months ended June 30, 2023, we made aggregate payments to Brigham Earth for these services equal to approximately $0.1 million and $0.2 million, respectively. For the three and six months ended June 30, 2022, we made aggregate payments to Brigham Earth for these services equal to approximately $0.2 million and $0.4 million, respectively. As of June 30, 2023 and December 31, 2022, we had no outstanding accounts payable and $0.1 million outstanding accounts payable to Brigham Earth, respectively. Anthem Ventures, LLC Anthem Ventures, LLC (“Anthem Ventures”) provides us with transportation services. Anthem Ventures is owned and controlled by our Executive Chairman and Chief Executive Officer, Bud Brigham. For the three and six months ended June 30, 2023, we made aggregate payments to Anthem Ventures for these services equal to approximately $0.1 million and $0.2 million, respectively. For the three and six months ended June 30, 2022, we made de minimis aggregate payments to Anthem Ventures for these services. As of June 30, 2023 and December 31, 2022, we had $0.1 million outstanding accounts payable and no outstanding accounts payable balance with Anthem Ventures. In a Good Mood In a Good Mood, LLC (“In a Good Mood”) provides the Company with access, at cost, to reserved space in the Moody Center in Austin, Texas for concerts, sporting events and other opportunities as a benefit to our employees and for business entertainment. In a Good Mood is owned and controlled by our Executive Chairman and Chief Executive Officer, Bud Brigham. For the three and six months ended June 30, 2023 and 2022, we made de minimis aggregate payments to In a Good Mood for these services. As of June 30, 2023 and December 31, 2022, we did not have an outstanding accounts payable balance with this related party. Permian Dunes Holding Company, LLC Refer to Note 7 – Commitments and contingencies Reorganization Refer to Note 1 – Business and Organization Registration Rights Agreement In connection with the closing of the IPO, we entered into a registration rights agreement with certain Legacy Owners covering, in the aggregate, approximately 38.4% of our Class A and Class B common stock on a combined basis. The agreement includes provisions by which we agree to register under the U.S. federal securities laws the offer and resale of shares of our Class A common stock (including shares issued in connection with any redemption of Operating Units pursuant to the Redemption Right or the Call Right) by such Legacy Owners or certain of their respective affiliates or permitted transferees under the registration rights agreement. These registration rights will be subject to certain conditions and limitations. We will generally be obligated to pay all registration expenses in connection with these registration obligations, regardless of whether a registration statement is filed or becomes effective. Stockholders’ Agreement In connection with the closing of the IPO, we entered into a stockholders’ agreement with certain of our Legacy Owners (the “Principal Stockholders”). Among other things, the stockholders’ agreement provides our Executive Chairman and Chief Executive Officer, Bud Brigham, the right to designate a certain number of nominees for election or appointment to our Board as described below according to the percentage of Class A and Class B common stock (taken together as a single class) held by such Principal Stockholders. Pursuant to the stockholders’ agreement, we will be required to take all necessary actions, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election or appointment of the nominees designated by Mr. Brigham or his affiliates, and each of the Principal Stockholders will agree to cause its respective shares of Class A and Class B common stock to be voted in favor of the election of each of the nominees designated by Mr. Brigham or his affiliates. Mr. Brigham or his affiliates will be entitled to designate the replacement for any of his respective board designees whose board service terminates prior to the end of such director’s term. In addition, the stockholders’ agreement provides that for so long as Mr. Brigham or any of his affiliates is entitled to designate any members of our Board, we will be required to take all necessary actions to cause each of the audit committee, compensation committee and nominating and governance committee of our Board to include in its membership at least one director designated by Mr. Brigham or his affiliates, except to the extent that such membership would violate applicable securities laws or stock exchange rules. Furthermore, so long as the Principal Stockholders collectively beneficially own at least a majority of the outstanding shares of our Class A and Class B common stock (taken together as a single class), we have agreed not to take, and will cause our subsidiaries not to take, the following actions (or enter into an agreement to take such actions) without the prior consent of Mr. Brigham or his affiliates, subject to certain exceptions: • adopting or proposing any amendment, modification or restatement of or supplement to our certificate of incorporation or bylaws; • increasing or decreasing the size of our Board; or • issuing any equity securities that will rank senior to our Class A and Class B common stock as to voting rights, dividend rights or distributions rights upon liquidation, winding up or dissolution of the Company. For more information, please see the section titled “Certain Relationships and Related Party Transactions - Stockholders’ Agreement” in our Final Prospectus. Up-C Refer to Note 8 – Stockholders Equity Up-C | |
Atlas Sand Company LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Related-Party Transactions | Note 12—Related-Party Transactions One member of the Company’s Board of Managers served as an executive for a company to whom the Company sold product. For the year ended December 31, 2020, the Company recognized $0.8 million in revenues from this customer. This entity was no longer considered a related party subsequent to May 2020, as the member of the Company’s Board of Managers was no longer associated with this entity. The Company had one month-to-month On January 26, 2021, the Company entered into a Joint Development Agreement with, among others, a customer, which is controlled by one member of the Company’s Board of Managers. Under the Joint Development Agreement, the Company has agreed to supply sand for certain wells to be drilled and completed the customer. For the years ended December 31, 2022 and 2021, the Company recognized no revenue and $0.2 million under the agreement. For the years ended December 31, 2022 and 2021, the Company recognized $0.9 million and no revenue with this customer that was not under the agreement. As of December 31, 2022 and 2021, the Company’s outstanding balance of related-party accounts receivable to this customer was $0.9 million and $0.1 million. During the years ended December 31, 2022, 2021 and 2020, the Company incurred $2.4 million, $2.0 million and $1.2 million of expenses with members of the Company, including such activities as payroll reimbursements, business development activities, travel expenditures and other general business expenditures, respectively. As of December 31, 2022 and 2021, the Company’s outstanding balance of related-party accounts payable to these members was $0.2 million and $0.6 million, respectively. The Company issued warrants for Class D units to the 2018 Term Loan Credit Facility lender, which the 2018 Term Loan Credit Facility lender exercised in full prior to the termination of the 2018 Term Loan Credit Facility. Refer to 2018 Term Loan Credit Facility section in Note 7 - Debt Equity Refer to Note 8 - Commitments and contingencies |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2022 | |
Atlas Energy Solution INC [Member] | |
Subsequent Events | Note 4—Subsequent Events Subsequent events have been evaluated through February 15, 2023, the date this balance sheet was issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and SEC requirements. All adjustments necessary for a fair presentation of the Financial Statements have been included. Such adjustments are of a normal, recurring nature. These condensed consolidated financial statements include the accounts of Atlas Inc., New Atlas HoldCo Inc., Atlas Operating, Atlas LLC, and Atlas LLC’s wholly owned subsidiaries: Atlas Sand Employee Company, LLC; Atlas OLC Employee Company, LLC; Atlas Construction Employee Company, LLC; Atlas Sand Employee Holdings, LLC; Fountainhead Logistics Employee Company, LLC; Atlas Sand Construction, LLC; OLC Kermit, LLC; and OLC Monahans, LLC; Fountainhead Logistics, LLC; and Fountainhead Transportation Services, LLC. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other period. The Financial Statements and these notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included within the Company’s Final Prospectus. As discussed in Note 1- Business and Organization | ||
Consolidation | Consolidation The Financial Statements include the accounts of the Company and controlled subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. | ||
Use of Estimates | Use of Estimates The preparation of the Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these Financial Statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production | ||
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. As of June 30, 2023, we have deposits of $109.3 million in an Insured Cash Sweep (“ICS”) Deposit Placement Agreement within IntraFi Network LLC facilitated by our bank. The ICS program provides the Company with access to FDIC insurance for our total cash held within the ICS. We had an additional $170.5 million in 2-month 3-month | ||
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at cost when earned and represent claims against third parties that will be settled in cash. These receivables generally do not bear interest. The carrying value of our receivables, net of allowance for credit losses, represents the estimated collectable amount. If events or changes in circumstances indicate specific receivable balances may be impaired, further consideration is given to our ability to collect those balances and the allowance is adjusted accordingly. We perform credit evaluations of new customers and sometimes require deposits and prepayments, to mitigate credit risk. When it is probable that all or part of an outstanding balance will not be collected, we establish an allowance for credit losses. On January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, 2016-13 We are exposed to credit losses primarily through sales of products and services. We analyze accounts receivable on an individual customer and overall basis through review of historical collection experience and current aging status of our customer accounts. We also consider the financial condition and economic environment of our customers in evaluating the need for an allowance. During the three and six months ended June 30, 2023, we recognized de minimis allowance for credit losses. As of June 30, 2023 and December 31, 2022, we had de minimis allowance for credit losses, which is included in accounts receivable on the condensed consolidated balance sheets. As of June 30, 2023, two customers represented 19% and 10% of our outstanding accounts receivable balance. As of December 31, 2022, two customers represented 19% and 13% of our outstanding accounts receivable balance, respectively. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The amounts reported in the balance sheets as current assets or liabilities, including cash and cash equivalents, accounts receivable, spare parts inventories, inventories, prepaid expenses and other current assets, accounts payable, accrued liabilities and deferred revenues approximate fair value due to the short-term maturities of these instruments. As of the dates indicated, our long-term debt consisted of the following (in thousands): At June 30, 2023 At December 31, 2022 Valuation Carrying Fair Value Carrying Fair Value Financial liabilities Outstanding principal amount of the 2021 Term Loan Credit Facility $ 130,947 $ 130,384 $ 147,174 $ 146,837 Level 2 - Market six-year Debt | ||
Unit-Based Compensation | Stock-Based Compensation We account for stock-based compensation, including grants of incentive units, restricted stock awards, time-based restricted stock units and performance share units, under the measurement and recognition provisions of Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation (“ASC 718”). We account for stock and unit-based compensation by amortizing the fair value of the units, which is determined at the grant date, on a straight-line basis unless the tranche method is required. We account for forfeitures as they occur and reverse any previously recognized stock or unit-based compensation expense for the unvested portion of the awards that were forfeited. | ||
IncomeTaxes | Income Taxes Atlas Inc. is a corporation and it is subject to U.S. federal, state and local income taxes. The tax implications of the Reorganization referenced in Note 1 - Business and Organization Atlas Inc. accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled pursuant to the provisions of ASC 740, Income Taxes. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. Atlas Inc. computes its quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to its year-to-date Atlas LLC, the Company’s predecessor, was organized as a limited liability company. As a limited liability company, Atlas LLC elected to be treated as a partnership for income tax purposes and, therefore, is not subject to U.S. federal income tax. Rather, the U.S. federal income tax liability with respect to the taxable income of our predecessor was passed through to its owners. We evaluate the uncertainty in tax positions taken or expected to be taken in the course of preparing the condensed consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. However, the conclusions regarding the evaluation are subject to review and may change based on factors including, but not limited to, ongoing analysis of tax laws, regulations, and interpretations thereof. As of June 30, 2023 and December 31, 2022, we did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits. Our income tax returns from 2018, 2019, 2020, 2021 and 2022 are open to examinations by U.S. federal, state or local tax authorities. We cannot predict or provide assurance as to the ultimate outcome of any existing or future examinations. | ||
Earnings Per Share | Earnings Per Share We use the treasury stock method to determine the potential dilutive effect of outstanding restricted stock units and performance share units. We evaluated the potential dilutive effect of Class B common stock using the “if-converted” Stockholders’ Equity As a result of the IPO, the presentation of earnings per share for the periods prior to the IPO is not meaningful and only earnings per share for periods subsequent to the IPO are presented herein. See Note 11 – Earnings Per Share | ||
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest We account for the Legacy Owners’ 42.9% economic interest in Atlas Operating through ownership of Operating Units as redeemable noncontrolling interest. The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings associated with the redeemable noncontrolling interest or (2) the redemption value as of the balance sheet date. At June 30, 2023, the redeemable noncontrolling interest was recorded based on its initial fair value plus accumulated income associated with the redeemable noncontrolling interest as this amount was higher than the redemption value of $726.8 million at June 30, 2023. The redemption amount is based on the 10-day paid-in Redeemable Noncontrolling Interest. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Rate Reform – In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, 2022-06, 2022-06 2020-04 which entities will no longer be permitted to apply the relief in Topic 848. As described in Note 6 - Debt, Financial Instruments – In June 2016, the FASB issued ASU 2016-13, 2016-13 2019-04, 2019-05, 2016-13 2016-13 Accounts Receivable and Allowance for Credit Losses | ||
Atlas Sand Company LLC [Member] | |||
Accounting Policies [Line Items] | |||
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and Securities and Exchange Commission (“SEC”) requirements. The consolidated financial statements include the account of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has evaluated events occurring after the balance sheet date as possible subsequent events through February 15, 2023. Any material subsequent events that occurred during this time have been properly recognized or disclosed in the financial statements. | ||
Consolidation | Consolidation The Financial Statements include the accounts of the Company and wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. | ||
Use of Estimates | Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production | ||
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. The Company places cash deposits with high-credit- quality financial institutions. At times, cash may be uninsured or in deposit accounts that exceed or are not covered under the Federal Deposit Insurance Corporation limit. | ||
Concentrations of Credit Risk | Concentrations of Credit Risk Throughout 2022 and 2021, the Company has maintained cash balances on deposit and time deposits with financial institutions in excess of federally insured amounts; however, all these financial institutions hold an investment-grade rating by one or more major rating agencies. For the year ended December 31, 2022, one customer comprised 12% of the Company’s sales. For the year ended December 31, 2021, one customer comprised 13% of the Company’s sales. For the year ended December 31, 2020, two customers comprised 29% and 10% of the Company’s sales, respectively. | ||
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable Accounts receivable are recorded at cost when earned and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of allowance for doubtful accounts, represents the estimated collectable amount. If events or changes in circumstances indicate specific receivable balances may be impaired, further consideration is given to the Company’s ability to collect those balances and the allowance is adjusted accordingly. Past-due As of December 31, 2022, two customers represented 19% and 13% of the Company’s outstanding accounts receivable balance. As of December 31, 2021, three customers represented 13%, 11% and 10% of the Company’s outstanding accounts receivable balance. | ||
Accounts Receivable—Related Parties | Accounts Receivable—Related Parties These amounts represent reimbursement of vendor payments from related parties and outstanding billings with a customer. | ||
Inventories | Inventories Inventories include raw sand stockpiles, in-process | ||
Spare Part Inventories | Spare Part Inventories Spare part inventories include critical spares, materials and supplies. Spare part inventories are valued at the lower of cost or net realizable value. Cost is determined using a weighted average cost method. As of December 31, 2022 and 2021, there was $0.7 million and $0.1 million in spare parts inventory reserve, respectively. | ||
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses consist primarily of prepaid software fees, prepaid rent, delay rental payments on leased land, insurance, trade show fees and sales events. These expenses are recognized over the contract period as events occur or when the future benefit is realized. As of December 31, 2022 and 2021, prepaid expenses were $5.2 million and $2.7 million, respectively. Other current assets consist of certain short-term supplier deposits for leased equipment, which were $0.7 million and $1.2 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, the Company entered into commodity derivative instruments to reduce the effect of price changes on a portion of the Company’s future natural gas usage at the facilities. The commodity derivative instruments are measured at fair value using Level 2 inputs and are included in prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2022, the Company did not have any outstanding commodity derivative instruments. As of December 31, 2021, the current derivative asset was $0.2 million. The Company has not designated any of the derivative contracts as fair value or cash flow hedges. Therefore, the Company does not apply hedge accounting to the commodity derivative instruments. Net gains and losses on commodity derivatives instruments are recorded based on the changes in the fair values of the derivative instruments and are included in other income (loss) on the consolidated statements of operations. For the years ended December 31, 2022 and 2021, net gains on commodity derivatives instruments were $1.8 million and $0.1 million, respectively. There was no commodity derivative instrument activity for the year ended December 31, 2020. The Company’s cash flow is only impacted when the actual settlements under the commodity derivative contracts result in making or receiving a payment to or from the counterparty. These settlements under the commodity derivative contracts are reflected as operating activities in the Company’s consolidated statements of cash flows. Any premiums paid on derivative contracts are capitalized as part of the derivative assets or derivative liabilities, as appropriate, at the time the premiums are paid. Premium payments are reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. Over time, as the derivative contracts settle, the differences between the cash received and the premiums paid or fair value of contracts acquired are recognized in net gains or losses on commodity derivative contracts, and the cash received is reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. The Company’s valuation estimate takes into consideration the counterparties’ credit worthiness, the Company’s credit worthiness, and the time value of money. The consideration of these factors results in an estimated exit-price for each derivative asset or liability under a marketplace participant’s view. Management believes that this approach provides a reasonable, non-biased, | ||
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to our proposed initial public offering (“IPO”). Upon consummation of the proposed IPO, the deferred offering costs will be offset against the proceeds from the offering. In the event the offering is aborted, deferred offering costs will be expensed. As of December 31, 2022 and 2021, the Company capitalized $6.3 million and $0.4 million of deferred offering costs within other long-term assets on the consolidated balance sheets, respectively. | ||
Property, Plant and Equipment, Including Depreciation and Depletion | Property, Plant and Equipment, Including Depreciation and Depletion Property, plant and equipment are recorded at cost and depreciated over their estimated useful lives using either the straight-line method or the units of production method. Construction in progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service. Interest incurred during the construction of plant facilities was capitalized. Capitalized interest was recorded within plant facilities associated with productive, depletable properties, until the plant facilities were placed into service, and is being amortized using the units of production method. The Company did not capitalize interest for the years ended December 31, 2022, 2021 and 2020. Costs of improvements that extend economic life or improve service potential are capitalized and depreciated over the remaining useful life of the asset, with routine repairs and maintenance expensed as incurred. Fixed assets are carried at historical cost. Fixed assets, other than plant facilities associated with productive, depletable properties, are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Plant Equipment 1–40 years Furniture and office Equipment 3–15 years Asset retirement obligation 50 years Computer and network equipment 3–7 years Buildings and leasehold improvements 5–40 years Logistic Equipment 4–7 years Mine development project costs are capitalized once the deposit is classified as a proven and probable reserve. Mine development costs include engineering, mineralogical studies, drilling and other related costs to develop the mine and remove the overburden to initially expose the mineral and allow for the construction of an access way. Exploration costs are expensed as incurred and classified as exploration expense. Mining property and development costs are amortized using the units of production method on estimated recoverable tonnage, which equals estimated proven and probable reserves. The impact to reserve estimates is recognized on a prospective basis. Drilling and related costs are capitalized for deposits where proven and probable reserves exist. These activities are directed at obtaining additional information on the deposit or converting non-reserve Impairment or Disposal of Property, Plant and Mine Development The Company periodically evaluates whether current events or circumstances indicate that the carrying value of our property, plant and equipment assets may not be recoverable. If circumstances indicate that the carrying value may not be recoverable, the Company estimates future undiscounted net cash flows using estimates, including but not limited to estimates of proven and probable sand reserves, estimated future sales prices (considering historical and current prices, price trends and related factors), operating costs and anticipated capital expenditures. If the undiscounted cash flows are less than the carrying value of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeds the fair value of the assets. The recoverability of the carrying value of the Company’s mining property and development costs are dependent upon the successful development and commercial production of the Company’s mineral deposit and the related processing facilities. The Company’s evaluation of mineral properties for potential impairment primarily includes evaluating changes in the mineral reserves, or the underlying estimates and assumptions, including estimated production costs. Assessing the economic feasibility requires certain estimates including the prices of products to be produced and processing recovery rates, as well as operating and capital costs. | ||
Asset Retirement Obligations | Asset Retirement Obligations In accordance with ASC 410-20, A liability for the fair value of an asset retirement obligation, with a corresponding increase to the carrying value of related long-lived assets, is recognized at the time of an obligating event. The asset is depreciated using the straight-line method, and the discounted liability is increased through accretion over the expected timing of settlement. The estimated liability is based on third-party estimates of costs to abandon the mine site, including estimated economic lives and external estimates as to the cost to bring the land to a state required by the lease agreements. The Company utilized a discounted rate reflecting management’s best estimate of the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in the estimated costs, changes in the mine’s economic life or if federal or state regulators enact new requirements regarding the abandonment of mine sites. Accretion expense, which was $0.1 million for all three years ended December 31, 2022, 2021 and 2020, respectively, is recorded on the consolidated statement of operations in depreciation, depletion and accretion expense. Changes in the asset retirement obligations are as follows (in thousands): For the Year Ended 2022 2021 Beginning Balance $ 1,179 $ 1,116 Additions to liabilities — — Accretion expense 66 63 Ending Balance $ 1,245 $ 1,179 | ||
Deferred Revenues | Deferred Revenues The Company occasionally receives prepayments from customers for future deliveries of product. These prepayments represent consideration that is unconditional for which the Company has yet to transfer title to the product. Amounts received from customers in advance of product deliveries are recorded as contract liabilities referred to as deferred revenues and are recognized as revenue upon delivery of the product. The Company did not recognize any deferred revenue on the Company’s consolidated balance sheets as of December 31, 2022. The Company recognized $2.0 million of deferred revenue on the Company’s consolidated balance sheets as of December 31, 2021. Changes in the deferred revenues balance are as follows (in thousands): For the Year Ended 2022 2021 Beginning Balance $ 2,000 $ — Customer prepayments 22,302 2,280 Revenue recognized (24,302 ) (280 ) Ending Balance $ — $ 2,000 | ||
Deferred Debt Discount and Financing Costs | Deferred Debt Discount and Financing Costs In connection with entering into the 2018 Term Loan Credit Facility, the Company delivered to the lender warrants for up to 41,299,845 Class D units. The right to purchase Class D units became exercisable upon the funding of each draw under the 2018 Term Loan Credit Facility Agreement. The Company recognized a $32.2 million debt discount associated with the warrants based on the relative fair value of the debt and warrants issued. In connection with the First Amendment to the 2018 Term Loan Credit Facility (the “First Amendment”), the Company delivered to the lender additional warrants for up to 4,192,460 Class D units, which were exercisable upon funding of the draws in proportion to the additional drawings. The Company delivered 2,515,470 Class D units in connection with the First Amendment for the year ended December 31, 2020. Based on the relative fair value of the debt and warrants issued, the Company recognized $2.2 million of debt discount associated with the warrants delivered for the year ended December 31, 2020. The Company did not issue warrants for both the years ended December 31, 2022 and 2021. All warrants delivered have been exercised by the lender. There are no outstanding warrants as of December 31, 2022 and 2021. In connection with entering into the 2021 Term Loan Credit Facility, the Company recognized $1.8 million of debt discount related to fees paid to the lender for the year ended December 31, 2021. The debt discounts are reflected as a direct reduction from the carrying amount of the debt obligation on the Company’s consolidated balance sheets. Such costs are amortized to interest expense using the effective interest method. The Company recognized $0.5 million, $7.3 million, and $8.1 million of interest expense associated with the amortization of the debt discounts for the years ended December 31, 2022, 2021 and 2020, respectively. The Company defers costs directly associated with acquiring third-party debt financing and these costs are amortized using the effective interest method over the life of the associated third-party debt financing. In connection with entering into the 2021 Term Loan Credit Facility and the 2018 Term Loan Credit Facility, the Company incurred $0.8 million and $2.3 million of deferred financing costs, respectively. These deferred financing costs are reflected as a direct deduction from the carrying amount of the related debt obligation on the Company’s consolidated balance sheets. In 2018, the Company entered into the 2018 ABL Credit Facility and incurred $1.0 million of deferred financing costs. Deferred financing costs, net of amortization, related to the 2018 ABL Credit Facility are included in other long-term assets on the consolidated balance sheets. As of December 31, 2022 and 2021, deferred financing costs, net of amortization, related to the 2018 ABL Credit Facility was $0.2 million and $0.4 million, respectively. Deferred financing costs associated with the 2018 ABL Credit Facility are amortized on a straight-line basis over the life of the agreement and are recorded as interest expense in the consolidated statements of operations. Interest expense associated with the amortization of deferred financing costs was $0.4 million, $0.7 million, and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. On October 25, 2021, the Company repaid all borrowings outstanding under the 2018 Term Loan Credit Facility, in connection with entering into a new Term Loan Credit Facility. In connection with the repayment on October 25, 2021, unamortized debt discount of $11.1 million, deferred financing costs of $0.8 million and a make-whole premium of $4.5 million were recognized as a loss on debt extinguishment within interest expense, net, on the Company’s consolidated statements of operations for the year ended December 31, 2021. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The amounts reported in the balance sheets as current assets or liabilities, including cash and cash equivalents, accounts receivable, spare parts inventories, inventories, prepaid expenses and other current assets, accounts payable, accrued liabilities and deferred revenues approximate fair value due to the short-term maturities of these instruments. As of the dates indicated, the Company’s long-term debt consisted of the following (in thousands): At December 31, 2022 At December 31, 2021 Valuation Carrying Fair Value Carrying Fair Value Financial liabilities: Outstanding principal amount of the 2021 Term Loan Credit $ 147,174 $ 146,837 $ 175,275 $ 177,028 Level 2 - Market The Company’s 2021 Term Loan Credit Facility bears interest at a fixed rate of 8.47%, where its fair value will fluctuate based on changes in interest rates and credit quality. As of December 31, 2022, the fair value of long-term debt has been determined by discounting the future cash flows using current market interest rates for similar financial instruments. These inputs are not quoted prices in active markets, but they are either directly or indirectly observable; therefore, they are classified as Level 2 inputs. As of December 31, 2021, the Company determined the fair value of the principal amount outstanding under the 2021 Term Loan Credit Facility based on the relative discount received in the 2021 Term Loan Credit Facility agreement executed in October 2021. See Note 7, Debt, for discussion of the 2021 Term Loan Credit Facility agreement. The Company concluded, as the pricing of the 2021 Term Loan Credit Facility was indirectly observable through a recent market transaction, that is classified as Level 2. The Company entered into commodity derivative instruments accounted for at fair value on a recurring basis. For further discussion on the fair value of commodity derivative instruments see Prepaid Expenses and Other Current Assets discussed within this note. | ||
Leases | Leases The Company leases office space, equipment, and vehicles under non-cancellable The Company periodically evaluate whether current events or circumstances indicate that the carrying value of our right-of-use right-of-use | ||
Revenues | Revenues Under ASC Topic 606-Revenue reflects the consideration expected to be received in exchange for those services and products. In recognizing revenue for products and services, the transaction price is determined from sales orders or contracts with customers. The Company generates revenues from the sale of product that customers purchase for use in the oil and gas industry. Revenues are derived from product sold to customers under supply agreements, whose terms can extend for over one year, and from spot sales through individual purchase orders executed at prevailing market rates. The Company’s revenues are primarily a function of the price per ton realized and the volumes sold. Pricing structures under the supply agreements are, in certain cases, subject to certain contractual adjustments and consist of a combination of negotiated pricing and fixed pricing. These arrangements may undergo periodic negotiations regarding pricing and volume requirements, which may occur in volatile market conditions. The Company recognizes revenue for product at a point in time following the transfer of control and satisfaction of the performance obligation of such items to the customer, under ASC 606, which typically occurs upon customer pick-up Certain of the Company’s contracts contain shortfall provisions that calculate agreed upon fees that are billed when the customer does not meet the minimum purchases over a period of time defined in each contract and when collectability is reasonably certain. As the Company does not have the ability to predict customers’ orders over the period, there are constraints around the ability to recognize the variability in consideration related to this condition. The Company did not recognize shortfall revenue for the years ended December 31, 2022, 2021 and 2020. The Company generates service revenue by providing transportation, storage solutions and contract labor services to companies in the oil and gas industry. Transportation services typically consist of transporting product from the plant facilities to the wellsite. The amounts invoiced reflects the transportation services rendered. The amount invoiced for storage solutions and contract labor services reflect the amount of time these services were utilized in the billing period. Transportation, storage solutions and contract labor services are contracted through work orders executed under established pricing terms. The Company’s contracts for product consist of a single performance obligation as the promise to transfer product is not separately identifiable from other promises within the contract and, therefore, are not distinct. For the portion of the Company’s contracts that contain multiple performance obligations, such as work orders containing a combination of product and services, the Company allocates the transaction price to each performance obligation identified in the contract based on relative stand-alone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. All of the Company’s revenue is generated from product and service sales in Texas and New Mexico. As such, no further disaggregation of revenue information is provided. The Company has elected to use the ASC 606 practical expedients, pursuant to which it has excluded disclosures of transaction prices allocated to remaining performance obligations and when it expects to recognize such revenue. The remaining performance obligations are primarily comprised of unfulfilled contracts to deliver product, most of which hold a remaining duration of less than one year, and of which ultimate transaction prices will be allocated entirely to the unfulfilled contracts. The Company’s transaction prices under these contracts may be impacted by market conditions and potential contract negotiations, which have not yet been determined, and are therefore variable in nature. | ||
Environmental Costs and Other Contingencies | Environmental Costs and Other Contingencies The Company recognizes liabilities for environmental and other contingencies when there is an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated a range of potential losses is established and, if no one amount in that range is more likely than any other, the amount at the low end of that range is accrued. The Company records liabilities for environmental contingencies at the undiscounted amounts on the consolidated balance sheets as accrued liabilities and other liabilities when environmental assessments indicate that remediation efforts are probable, and costs can be reasonably estimated. Estimates of the liabilities are based on currently available facts and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors. These estimates are subject to revision in future periods based on actual costs or new circumstances. The Company capitalizes costs that benefit future periods and recognizes a current period charge in operations and maintenance expenses when clean-up The Company evaluates potential recoveries of amounts from third parties, including insurance coverage, separately from the liability. Recovery is evaluated based on the solvency of the third party, among other factors. When recovery is assured, the Company records and reports an asset separately from the associated liability on the consolidated balance sheets. Management is not aware of any environmental or other contingencies that would have a material effect on the consolidated financial statements for the years ended December 31, 2022, 2021 and 2020. | ||
Cost of Sales, Excluding Depreciation, Depletion and Accretion Expense | Cost of Sales, Excluding Depreciation, Depletion and Accretion Expense Cost of sales, excluding depreciation, depletion and accretion expense, related to product sales primarily consists of the cost to produce product, including direct and indirect labor, employee housing costs, excavation costs, rental equipment, maintenance expense, utilities, natural gas and royalty expense. Cost of sales, excluding depreciation, depletion and accretion expense, related to service sales primarily consists of direct and indirect labor, transportation costs and rental equipment. Cost of sales, excluding depreciation, depletion and accretion expense, related to product sales and service sales was $130.8 million and $68.1 million for the year ended December 31, 2022, respectively. Cost of sales, excluding depreciation, depletion and accretion expense, related to product sales and service sales was $57.8 million and $26.9 million for the year ended December 31, 2021, respectively. Cost of sales, excluding depreciation, depletion and accretion expense, related to product and service sales were $47.1 million and $26.0 million for the year ended December 31, 2020, respectively. | ||
Selling, General and Administrative Expense | Selling, General and Administrative Expense Selling, general and administrative expense primarily consists of non-production | ||
Defined Contribution Plans | Defined Contribution Plans The Company has defined contribution plans covering substantially all employees who meet certain service and eligibility requirements. The Company’s matching contribution to defined contribution plans was approximately $0.5 million, $0.4 million, and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. | ||
IncomeTaxes | Income Taxes The Company is a limited liability company. As a limited liability company, the Company has elected to be treated as a partnership for income tax purposes and, therefore, is not subject to federal income tax. The Company’s taxable income or loss, which may differ significantly from taxable income reportable to members as result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Company’s current LLC Agreement, is included in the federal income tax returns of each member. Accordingly, there is no provision for federal income taxes in the accompanying consolidated financial statements. However, the Company’s operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 0.75% of income that is apportioned to Texas. Deferred tax assets and liabilities are recognized for future Texas margin tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective Texas margin tax bases. As of December 31, 2022 and 2021, the Company’s net long-term deferred tax liabilities related solely to carrying value differences associated with the Company’s property, plant and equipment. The Company evaluates the uncertainty in tax positions taken or expected to be taken in the course of preparing the consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. However, the conclusions regarding the evaluation are subject to review and may change based on factors including, but not limited to, ongoing analysis of tax laws, regulations, and interpretations thereof. As of December 31, 2022 and 2021, the Company did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits. The Company’s income tax returns from 2019, 2020 and 2021 are subject to examinations by U.S. federal, state or local tax authorities. The IRS closed the examination of Company’s federal tax returns for the taxable year ended December 31, 2018 with no change. The Company cannot predict or provide assurance as to the ultimate outcome of any existing or future examinations. The Company’s wholly owned corporate subsidiary, Atlas Energy Solutions, Inc. (“AESI”) is subject to income taxes. AESI was formed in February 2022 to facilitate a potential Up-C | ||
Segments | Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”). The Company’s CODM was collectively its Chairman of the Board, Chief Executive Officer, and President and Chief Financial Officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis for purposes of making operating decisions and allocating resources. The Company operates with centralized functions and delivers most of its products and services in a similar way to all customers. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Rate Reform 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 2022-06 2020-04 of this standard on its consolidated financial statements and does not believe it will have a material impact on the consolidated financial statements. Financial Instruments 2016-13, Financial Instruments - Credit Losses (Topic 326) 2016-13 2019-04, 2019-05, Leases 2016-02, Leases (Topic 842) The Company elected the package of practical expedients permitted under the transition guidance within the new standard, including the option to carry forward the historical lease classifications and assessment of initial direct costs, account for lease and non-lease The adoption of ASC Topic 842 resulted in the recognition of finance lease right-of-use right-of-use right-of-use right-of-use | ||
Atlas Energy Solution INC [Member] | |||
Accounting Policies [Line Items] | |||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. The Company places cash deposits with high-credit-quality financial institutions. At times, cash may be uninsured or in deposit accounts that exceed or are not covered under the Federal Deposit Insurance Corporation limit. | ||
IncomeTaxes | Income Taxes The Corporation is treated as a subchapter C corporation, and therefore, are subject to both federal and state income taxes. The federal and state tax provisions were de minimis |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||
Summary of Fair Values and Carrying Values of Long-Term Debt | As of the dates indicated, our long-term debt consisted of the following (in thousands): At June 30, 2023 At December 31, 2022 Valuation Carrying Fair Value Carrying Fair Value Financial liabilities Outstanding principal amount of the 2021 Term Loan Credit Facility $ 130,947 $ 130,384 $ 147,174 $ 146,837 Level 2 - Market | |
Atlas Sand Company LLC [Member] | ||
Accounting Policies [Line Items] | ||
Summary of Fair Values and Carrying Values of Long-Term Debt | As of the dates indicated, the Company’s long-term debt consisted of the following (in thousands): At December 31, 2022 At December 31, 2021 Valuation Carrying Fair Value Carrying Fair Value Financial liabilities: Outstanding principal amount of the 2021 Term Loan Credit $ 147,174 $ 146,837 $ 175,275 $ 177,028 Level 2 - Market | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment | Fixed assets are carried at historical cost. Fixed assets, other than plant facilities associated with productive, depletable properties, are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Plant Equipment 1–40 years Furniture and office Equipment 3–15 years Asset retirement obligation 50 years Computer and network equipment 3–7 years Buildings and leasehold improvements 5–40 years Logistic Equipment 4–7 years | |
Schedule of Change in Asset Retirement Obligation | Changes in the asset retirement obligations are as follows (in thousands): For the Year Ended 2022 2021 Beginning Balance $ 1,179 $ 1,116 Additions to liabilities — — Accretion expense 66 63 Ending Balance $ 1,245 $ 1,179 | |
Disclosure In Tabular Form Of Change In The Contract With Customers Liability | Changes in the deferred revenues balance are as follows (in thousands): For the Year Ended 2022 2021 Beginning Balance $ 2,000 $ — Customer prepayments 22,302 2,280 Revenue recognized (24,302 ) (280 ) Ending Balance $ — $ 2,000 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Inventories | Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 343 $ 290 Work-in-process 2,646 4,825 Finished goods 312 499 Inventories $ 3,301 $ 5,614 | |
Atlas Sand Company LLC [Member] | ||
Schedule of Inventories | Inventories consisted of the following (in thousands): For the Year Ended 2022 2021 Raw materials $ 290 $ 2 Work-in-process 4,825 2,747 Finished goods 499 450 Inventories $ 5,614 $ 3,199 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Components of Property, Plant and Equipment, Net | Property, plant and equipment, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Plant facilities associated with productive, depletable properties $ 243,618 $ 243,613 Plant equipment 270,493 251,122 Land 3,009 3,009 Furniture and office equipment 1,871 1,407 Computer and network equipment 1,648 1,648 Buildings and leasehold improvements 30,003 25,402 Logistics equipment 6,771 1,591 Construction in progress 255,654 111,711 Property, plant and equipment 813,067 639,503 Less: Accumulated depreciation and depletion (113,049 ) (97,979 ) Property, plant and equipment, net $ 700,018 $ 541,524 | |
Atlas Sand Company LLC [Member] | ||
Schedule of Components of Property, Plant and Equipment, Net | Property, plant and equipment, net, consisted of the following (in thousands): For the Year Ended 2022 2021 Plant facilities associated with productive, depletable properties $ 243,613 $ 243,383 Plant equipment 251,122 237,845 Land 3,009 3,009 Furniture and office equipment 1,407 1,230 Computer and network equipment 1,648 1,541 Buildings and leasehold improvements 25,402 24,763 Logistic Equipment 1,591 — Construction in progress 111,711 18,524 Property, plant and equipment 639,503 530,295 Less: Accumulated depreciation and depletion (97,979 ) (71,978 ) Property, plant and equipment, net $ 541,524 $ 458,317 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Atlas Sand Company LLC [Member] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): For the Year Ended 2022 2021 Accrued capital expenditures $ 10,536 $ 1,411 Accrued personnel costs 1,485 787 Accrued production costs 4,586 1,652 Accrued royalties 6,529 1,129 Professional services 1,263 592 Sales and use tax payable 2,144 1,099 Other 4,087 2,483 Total accrued liabilities $ 30,630 $ 9,153 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Lease Expense | The components of lease cost were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Finance lease cost: Amortization of right-of-use $ 1,973 $ 255 $ 3,440 $ 456 Interest on lease liabilities 822 69 1,397 119 Operating lease cost 272 227 534 612 Variable lease cost 87 159 298 342 Short-term lease cost 6,571 2,261 12,362 3,390 Total lease cost $ 9,725 $ 2,971 $ 18,031 $ 4,919 | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases were as follows (in thousands): Three Months Six Months Ended June 30, June 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 289 $ 285 $ 575 $ 726 Operating cash outflows from finance leases $ 822 $ 70 $ 1,397 $ 119 Financing cash outflows from finance leases $ 962 $ 218 $ 1,700 $ 393 Right-of-use Operating leases $ 559 $ — $ 559 $ 5,384 Finance leases $ 13,274 $ — $ 20,876 $ 3,951 | |
Schedule of Lease Terms and Discount Rates | Lease terms and discount rates as of June 30, 2023 and December 31, 2022 are as follows: June 30, December 31, Weighted-average remaining lease term: Operating leases 4.1 years 4.5 years Finance leases 5.1 years 5.3 years Weighted-average discount rate: Operating leases 4.7 % 4.3 % Finance leases 9.4 % 9.4 % | |
Schedule of Future Minimum Lease Commitments of Operating and Finance Leases Liabilities | Future minimum lease commitments as of June 30, 2023 are as follows (in thousands): Finance Operating Remainder of 2023 $ 5,089 $ 737 2024 10,255 1,443 2025 10,168 1,474 2026 10,168 1,414 2027 6,458 815 Thereafter 7,689 11 Total lease payments 49,827 5,894 Less imputed interest 10,497 527 Total $ 39,330 $ 5,367 | |
Schedule Of Supplemental Balance Sheet Related To Lease | Supplemental balance sheet information related to our leases as of June 30, 2023 2022 Classification June 30, December 31, Operating Leases Current operating lease liabilities Other $ 1,205 $ 1,082 Noncurrent operating lease liabilities Other long-term liabilities $ 4,162 $ 4,287 Finance Leases Current finance lease liabilities Other current liabilities $ 6,851 $ 3,213 Noncurrent finance lease liabilities Other long-term liabilities $ 32,479 $ 16,942 | |
Atlas Sand Company LLC [Member] | ||
Schedule of Lease Expense | The components of lease expense for the year ended December 31, 2022 are as follows (in thousands): Year Ended Finance lease cost: Amortization of right-of-use $ 2,027 Interest on lease liabilities 666 Operating lease cost 1,085 Variable lease cost 706 Short-term lease cost 12,576 Total lease cost $ 17,060 | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases for the year ended December 31, 2022 are as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,305 Operating cash outflows from finance leases $ 666 Financing cash outflows from finance leases $ 1,010 Right-of-use Operating leases $ 6,245 Finance leases $ 21,201 | |
Schedule of Lease Terms and Discount Rates | Lease terms and discount rates as of December 31, 2022 are as follows (in thousands): Year Ended Weighted-average remaining lease term: Operating leases 4.5 years Finance leases 5.3 years Weighted-average discount rate: Operating leases 4.3% Finance leases 9.4% | |
Schedule of Future Minimum Lease Commitments of Operating and Finance Leases Liabilities | Future minimum lease commitments as of December 31, 2022 are as follows (in thousands): Finance Operating 2023 $ 4,976 $ 1,291 2024 5,051 1,312 2025 4,964 1,342 2026 4,964 1,281 2027 2,876 681 Thereafter 3,015 — Total lease payments 25,846 5,907 Less imputed interest (5,691 ) (538 ) Total $ 20,155 $ 5,369 | |
Schedule Of Supplemental Balance Sheet Related To Lease | Supplemental balance sheet information related to the Company’s leases as of December 31, 2022 was as follows (in thousands): Classification December 31, 2022 Operating Leases Current operating lease liabilities Other current liabilities $ 1,082 Noncurrent operating lease liabilities Other long-term liabilities $ 4,287 Finance Leases Current finance lease liabilities Other current liabilities $ 3,213 Noncurrent finance lease liabilities Other long-term liabilities $ 16,942 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Summary of Components of Debt | Debt consists of the following (in thousands): June 30, December 31, Term Loan Credit Facility $ 132,422 $ 148,995 Less: Debt discount, net of accumulated amortization of $785 and $546, respectively (1,015 ) (1,254 ) Less: Deferred financing fees, net of accumulated amortization of $356 and $248 respectively (460 ) (567 ) Less: Current portion (a) (29,746 ) (20,586 ) Long-term debt $ 101,201 $ 126,588 (a) The current portion of long-term debt reflects payments based on the terms of the 2021 Term Loan Credit Facility. | Debt consists of the following (in thousands): For the Year Ended 2022 2021 Term Loan Credit Facility $ 148,995 $ 177,539 Less: Debt discount, net of accumulated amortization of $546 and $89, respectively (1,254 ) (1,711 ) Less: Deferred financing fees, net of accumulated amortization of $248 and $29 respectively (567 ) (553 ) Less: Current portion (a) (20,586 ) (15,563 ) Long-term debt $ 126,588 $ 159,712 (a) The current portion of long-term debt reflects payments based on the terms of the 2021 Term Loan Credit Facility. |
Summary Of Future Principal Payment Obligations | The following table sets forth future principal payment obligations as of December 31, 2022, based on the terms of the Term Loan Credit Facility (in thousands). 2023 $ 20,586 2024 35,457 2025 38,611 2026 42,012 2027 12,329 Total $ 148,995 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Summary of Adjustments to the Value of Redeemable Noncontrolling Interest | From the date of the IPO through June 30, 2023, we recorded adjustments to the value of our redeemable noncontrolling interest as presented in the table below: Redeemable Balance at March 13, 2023 (1) $ 771,345 Net income attribution post-IPO 39,303 $0.15/unit distribution to Atlas Sand Operating, LLC unitholders (6,428 ) Other distributions to redeemable non-controlling (1,777 ) Balance at June 30, 2023 $ 802,443 (1) Based on the Operating Units held by the Legacy Owners who also hold 42,852,499 shares of Class B common stock and a Class A common stock price of $18.00 on the date on which we consummated the IPO. |
Stock-Based Compensations (Tabl
Stock-Based Compensations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of Nonvested Stock Shares Activity | Changes in non-vested Number of Units Weighted Average Non-vested — $ — Granted 288,939 $ 16.16 Vested (16,944 ) $ 15.99 Forfeited — $ — Non-vested 271,995 $ 16.17 | |
Performance Share Units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of Nonvested Stock Shares Activity | Changes in non-vested Number of Units Weighted Average Non-vested — $ — Granted 490,167 $ 20.19 Vested (584 ) $ 20.19 Forfeited (16,360 ) $ 20.19 Non-vested 473,223 $ 20.19 | |
Class P Units [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of Nonvested Stock Shares Activity | A summary of Atlas LLC’s Class P unit activity is as follows: Number of Class Weighted Average Non-vested 3,533 $ 151.57 Granted — $ — Vested (3,533 ) $ 151.57 Forfeited — $ — Non-vested — $ — | |
Atlas Sand Company LLC [Member] | Class P Units [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of Nonvested Stock Shares Activity | A summary of ASCo’s Class P unit activity is as follows (in thousands): ASCo Plan Class P unit activity Number of Weighted Non-vested 2,500 $ 151.57 Granted 2,500 — Vested (2,167 ) $ 151.57 Forfeited — — Non-vested 2,833 $ 151.57 Granted 2,200 $ 151.57 Vested (1,500 ) $ 151.57 Forfeited — — Non-vested 3,533 $ 151.57 |
Income Taxes (Tables)
Income Taxes (Tables) - Atlas Sand Company LLC [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Line Items] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision are as follows (in thousands): For the Year Ended 2022 2021 2020 Current income tax provision: Federal $ — $ — $ — State 1,858 471 (294 ) Total current income tax provision (benefit) $ 1,858 $ 471 $ (294 ) Deferred income tax provision: Federal $ — $ — $ — State (2 ) 360 666 Total deferred income tax provision (benefit) $ (2 ) $ 360 $ 666 Income tax provision $ 1,856 $ 831 $ 372 Income tax expense was different than the amounts computed by applying the statutory federal income tax rate for partnerships (0%) as follows (in thousands, except effective tax rates): For the Year Ended December 31, 2022 2021 2020 Income before income taxes $ 218,862 $ 5,089 $ (34,070 ) Income tax expense at the federal statutory rate — — — State income tax expense 1,856 831 372 Income tax expense $ 1,856 $ 831 $ 372 Effective tax rate 0.8 % 16.3 % (1.1 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below (in thousands): For the Year Ended 2022 2021 Deferred tax assets: Other $ — $ — Total deferred tax assets $ — $ — Deferred tax liabilities: Depreciable and depletable assets $ 1,906 $ 1,908 Other — — Total deferred tax liabilities $ 1,906 $ 1,908 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the allocation of net income to common stockholders and EPS computations for the period indicated based on a weighted average number of shares of common stock outstanding for the period: Three Months Ended Six Months Ended June 30, June 30, 2023 2023 Numerator: Net income $ 71,211 $ 134,116 Less: Pre-IPO — 54,561 Less: Net income attributable to redeemable noncontrolling interest 32,693 39,303 Net income attributable to Atlas Energy Solutions, Inc. $ 38,518 $ 40,252 Three Months Ended Six Months Ended June 30, June 30, 2023 2023 Denominator: Basic weighted average shares outstanding 57,148 57,148 Dilutive potential of restricted stock units 272 272 Diluted weighted average shares outstanding (1) $ 57,420 $ 57,420 Basic EPS attributable to Class A stockholders $ 0.67 $ 0.70 Diluted EPS attributable to Class A stockholders (1) $ 0.67 $ 0.70 (1) Shares of Class A common stock issued in exchange for Operating Units do not have a dilutive effect on EPS and were not included in the EPS calculation. |
Business and Organization (Deta
Business and Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 13, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Net proceeds | $ 291,200 | |||
Deferred tax liability arising from the IPO | 27,500 | $ (27,537) | ||
Legacy Owners [Member] | ||||
Economic interest | 57.10% | |||
Operating interest percentage | 42.90% | |||
Atlas LLC | ||||
Percentage of voting power | 82% | |||
Atlas LLC | Legacy Owners [Member] | ||||
Economic interest | 68.50% | |||
Common Class A [Member] | ||||
Common stock, par value | $ 0.01 | |||
Shares issued price per share | $ 18 | |||
Common stock, shares issued | 57,147,501 | |||
Common Class A [Member] | Atlas LLC | ||||
Common stock, shares issued | 39,147,501,000 | |||
Common Class B [Member] | ||||
Common stock, par value | $ 0.01 | |||
Common stock, shares issued | 42,852,499 | |||
Common Class B [Member] | Atlas LLC | ||||
Common stock, par value | $ 0.01 | |||
Common stock, shares issued | 42,852,499,000 | |||
Common Stock [Member] | Common Class A [Member] | ||||
Issuance of common stock in IPO, net of offering costs, Shares/Units | 18,000,000 | |||
Common Stock [Member] | Common Class A [Member] | Atlas LLC | ||||
Shares issued | 1,000,000 | |||
IPO [Member] | ||||
Gross proceeds | 324,000 | |||
Underwriting discounts and commissions | $ 20,600 | |||
Offering costs | $ 5,900 | $ 6,300 | ||
IPO [Member] | Common Class A [Member] | ||||
Issuance of common stock in IPO, net of offering costs, Shares/Units | 18,000,000 | 18,000,000 | ||
Common stock, par value | $ 0.01 | |||
Shares issued price per share | $ 18 | $ 18 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jan. 01, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Operating_segments shares | Dec. 31, 2021 USD ($) Operating_segments shares | Dec. 31, 2020 USD ($) Operating_segments shares | Dec. 31, 2018 USD ($) shares | Oct. 20, 2021 | Apr. 03, 2019 shares | Jan. 30, 2018 shares | |
Redeemable noncontrolling interest | $ 726,800,000 | $ 726,800,000 | ||||||||||
Allowance for credit losses | de minimis | de minimis | ||||||||||
Liabilities for uncertain tax positions or gross unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||||||||
Amortization of debt discount costs | 238,000 | $ 222,000 | ||||||||||
Debt issuance costs net | 460,000 | 460,000 | 567,000 | $ 553,000 | ||||||||
Amortization of Debt Issuance Costs | 191,000 | 223,000 | ||||||||||
Cost of sale excluding depreciation depletion and amortization | $ 63,504,000 | $ 47,050,000 | $ 126,059,000 | $ 71,495,000 | ||||||||
Corporate statutory tax rate percentage | 21% | 21% | ||||||||||
Finance lease right of use assets | $ 36,609,000 | $ 36,609,000 | 19,173,000 | |||||||||
Finance lease right of use liability | 39,330,000 | 39,330,000 | ||||||||||
Operating lease right of use assets | 4,188,000 | 4,188,000 | 4,049,000 | |||||||||
Operating lease liabilities | 5,367,000 | 5,367,000 | ||||||||||
Operating lease liabilities current | 1,205,000 | 1,205,000 | 1,082,000 | |||||||||
Operating lease liabilities non current | 4,162,000 | 4,162,000 | $ 4,287,000 | |||||||||
US Treasury Securities [Member] | ||||||||||||
Cash | $ 170,500,000 | $ 170,500,000 | ||||||||||
Legacy Owners [Member] | ||||||||||||
Economic interest | 42.90% | 42.90% | ||||||||||
2021 Term Loan Credit Facility | ||||||||||||
Adavance in loan credit facility | $ 180,000,000 | |||||||||||
Loans outstanding at a fixed interest rate | 8.47% | 8.47% | 8.47% | |||||||||
Insured Cash Sweep | ||||||||||||
Deposits | $ 109,300,000 | $ 109,300,000 | ||||||||||
Customer Concentration Risk | Accounts Receivable | Products And Services | Maximum | Two Customers | ||||||||||||
Concentration risk percentage | 19% | 19% | ||||||||||
Customer Concentration Risk | Accounts Receivable | Products And Services | Minimum | Two Customers | ||||||||||||
Concentration risk percentage | 10% | 13% | ||||||||||
2018 Term Loan Credit Facility | ||||||||||||
Loans outstanding at a fixed interest rate | 13% | |||||||||||
Write off debt issuance costs | $ 11,900,000 | |||||||||||
Debt extinguishment fees or prepayment penalty | 4,500,000 | |||||||||||
2018 Term Loan Credit Facility | Class D units [Member] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 41,299,845 | |||||||||||
2018 Term Loan Credit Facility | Maximum | ||||||||||||
Loans outstanding at a fixed interest rate | 13% | |||||||||||
2018 Term Loan Credit Facility | Minimum | ||||||||||||
Loans outstanding at a fixed interest rate | 10% | |||||||||||
2018 Asset Based Loan Credit Facility Amendment One | Class D units [Member] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 4,192,460 | |||||||||||
2021 Term Loan Credit Facility | ||||||||||||
Loans outstanding at a fixed interest rate | 8.47% | |||||||||||
Atlas Sand Company LLC [Member] | ||||||||||||
Bad debts written off | $ 100,000 | 0 | $ 0 | |||||||||
Allowance for doubtful debts on accounts receivable current | 0 | 0 | ||||||||||
Inventory spare parts net | 700,000 | 100,000 | ||||||||||
Prepaid expenses current | 5,200,000 | 2,700,000 | ||||||||||
Interests costs capitalized during the period | 0 | 0 | 0 | |||||||||
Asset retirement obligation accretion expenses | 66,000 | 63,000 | ||||||||||
Contract with customers liability current | 0 | 2,000,000 | 0 | |||||||||
Amortization of debt discount costs | 457,000 | 7,320,000 | 8,110,000 | |||||||||
Amortization of Debt Issuance Costs | 442,000 | 739,000 | 791,000 | |||||||||
Debt extinguishment fees or prepayment penalty | 0 | 4,514,000 | 0 | |||||||||
Unit based compensation forefeiture value | 200,000 | |||||||||||
Cost of sale excluding depreciation depletion and amortization | 198,918,000 | 84,656,000 | 73,118,000 | |||||||||
Employers matching contribution to defined contribution plan | $ 500,000 | $ 400,000 | $ 300,000 | |||||||||
Corporate statutory tax rate percentage | 0% | 0% | 0% | |||||||||
Number of operating segments | Operating_segments | 1 | 1 | 1 | |||||||||
Finance lease right of use assets | $ 19,173,000 | $ 0 | ||||||||||
Finance lease right of use liability | 20,155,000 | |||||||||||
Operating lease right of use assets | 4,049,000 | 0 | ||||||||||
Operating lease liabilities | 5,369,000 | |||||||||||
Operating lease liabilities current | 1,082,000 | |||||||||||
Operating lease liabilities non current | 4,287,000 | |||||||||||
Atlas Sand Company LLC [Member] | Depreciation, Depletion and Accretion Expense [Member] | ||||||||||||
Asset retirement obligation accretion expenses | 100,000 | 100,000 | $ 100,000 | |||||||||
Atlas Sand Company LLC [Member] | Other Current Assets [Member] | ||||||||||||
Deposit assets current | 700,000 | 1,200,000 | ||||||||||
Derivative asset current commodity derivatives | 0 | 200,000 | ||||||||||
Atlas Sand Company LLC [Member] | Other Nonoperating Income (Expense) [Member] | ||||||||||||
Unrealized gain loss on commodity currents | 1,800,000 | 100,000 | ||||||||||
Atlas Sand Company LLC [Member] | Other Noncurrent Assets [Member] | ||||||||||||
Deferred offering costs non current | 6,300,000 | 400,000 | ||||||||||
Atlas Sand Company LLC [Member] | Product [Member] | ||||||||||||
Cost of sale excluding depreciation depletion and amortization | 130,800,000 | 57,800,000 | 47,100,000 | |||||||||
Atlas Sand Company LLC [Member] | Service [Member] | ||||||||||||
Cost of sale excluding depreciation depletion and amortization | $ 68,100,000 | $ 26,900,000 | $ 26,000,000 | |||||||||
Atlas Sand Company LLC [Member] | TEXAS | ||||||||||||
Corporate statutory tax rate percentage | 0.75% | 0.75% | 0.75% | |||||||||
Atlas Sand Company LLC [Member] | Customer Concentration Risk | Accounts Receivable | Two Customers | ||||||||||||
Concentration risk percentage | 13% | 11% | ||||||||||
Atlas Sand Company LLC [Member] | Customer Concentration Risk | Accounts Receivable | One Customer [Member] | ||||||||||||
Concentration risk percentage | 19% | 13% | ||||||||||
Atlas Sand Company LLC [Member] | Customer Concentration Risk | Accounts Receivable | Major Customer Three [Member] | ||||||||||||
Concentration risk percentage | 10% | |||||||||||
Atlas Sand Company LLC [Member] | Customer Concentration Risk | Revenue Benchmark [Member] | Two Customers | ||||||||||||
Concentration risk percentage | 10% | |||||||||||
Atlas Sand Company LLC [Member] | Customer Concentration Risk | Revenue Benchmark [Member] | One Customer [Member] | ||||||||||||
Concentration risk percentage | 12% | 13% | 29% | |||||||||
Atlas Sand Company LLC [Member] | 2018 ABL Credit Facility | Class D units [Member] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 41,299,845 | |||||||||||
Gross debt issuance costs incurred during the period gross | $ 32,200,000 | |||||||||||
Atlas Sand Company LLC [Member] | 2018 ABL Credit Facility | Other Noncurrent Assets [Member] | ||||||||||||
Debt issuance costs gross | $ 1,000,000 | |||||||||||
Debt issuance costs net | $ 200,000 | $ 400,000 | ||||||||||
Atlas Sand Company LLC [Member] | 2018 Term Loan Credit Facility | ||||||||||||
Debt issuance costs gross | $ 800,000 | |||||||||||
Atlas Sand Company LLC [Member] | 2018 Asset Based Loan Credit Facility Amendment One | Class D units [Member] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 4,192,460 | |||||||||||
Gross debt issuance costs incurred during the period gross | $ 2,200,000 | |||||||||||
Class of warrants or rights excercised during the period number of units issued | shares | 2,515,470 | |||||||||||
Class of warrants or rights outstanding | shares | 0 | 0 | ||||||||||
Atlas Sand Company LLC [Member] | 2021 Term Loan Credit Facility | ||||||||||||
Debt issuance costs gross | $ 2,300,000 | |||||||||||
Amortization of Debt Issuance Costs | $ 400,000 | |||||||||||
Atlas Sand Company LLC [Member] | 2021 Term Loan Credit Facility | Class D units [Member] | ||||||||||||
Gross debt issuance costs incurred during the period gross | 1,800,000 | |||||||||||
Amortization of debt discount costs | 500,000 | |||||||||||
Atlas Sand Company LLC [Member] | 2021 Term Loan Credit Facility | Interest Expense [Member] | ||||||||||||
Write off of debt discount | 11,100,000 | |||||||||||
Write off debt issuance costs | 800,000 | |||||||||||
Debt extinguishment fees or prepayment penalty | $ 4,500,000 | |||||||||||
Atlas Sand Company LLC [Member] | 2018 & 2021 Term Loan Facility | ||||||||||||
Amortization of Debt Issuance Costs | 700,000 | $ 800,000 | ||||||||||
Atlas Sand Company LLC [Member] | 2018 & 2021 Term Loan Facility | Class D units [Member] | ||||||||||||
Amortization of debt discount costs | $ 7,300,000 | $ 8,100,000 | ||||||||||
Atlas Sand Company LLC [Member] | Tax Year 2019 [Member] | ||||||||||||
Open tax year | 2019 | |||||||||||
Atlas Sand Company LLC [Member] | Tax Year 2020 [Member] | ||||||||||||
Open tax year | 2020 | |||||||||||
Atlas Sand Company LLC [Member] | Tax Year 2021 [Member] | ||||||||||||
Open tax year | 2021 | |||||||||||
Atlas Sand Company LLC [Member] | Accounting Standards Update 2016-02 [Member] | ||||||||||||
Finance lease right of use assets | $ 700,000 | |||||||||||
Reclassification from property plant and equipment to finance lease | 700,000 | |||||||||||
Finance lease right of use liability | 600,000 | |||||||||||
Operating lease right of use assets | 5,400,000 | |||||||||||
Operating lease liabilities | 7,100,000 | |||||||||||
Atlas Sand Company LLC [Member] | Accounting Standards Update 2016-02 [Member] | Other Current Liabilities [Member] | ||||||||||||
Operating lease liabilities current | 2,300,000 | |||||||||||
Atlas Sand Company LLC [Member] | Accounting Standards Update 2016-02 [Member] | Other Noncurrent Liabilities [Member] | ||||||||||||
Operating lease liabilities non current | $ 4,800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Fair Values and Carrying Values of Long-Term Debt (Details) - 2021 Term Loan Credit Facility - Valuation Market Approach - Fair Value Inputs Level 2 - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Value | $ 130,947 | $ 147,174 | |
Fair Value | $ 130,384 | 146,837 | |
Atlas Sand Company LLC [Member] | |||
Carrying Value | 147,174,000 | $ 175,275,000 | |
Fair Value | $ 146,837,000 | $ 177,028,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Tabular Form Of Useful Lives Of Property Plant And Equipment (Details) - Atlas Sand Company LLC [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Plant equipment | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Plant equipment | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Furniture and office equipment | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Furniture and office equipment | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Asset retirement obligation | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Computer and network equipment | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer and network equipment | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Buildings and leasehold improvements | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Buildings and leasehold improvements | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Logistic equipment | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Logistic equipment | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Change in Asset Retiremet Obligation (Details) - Atlas Sand Company LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Beginning Balance | $ 1,179 | $ 1,116 |
Additions to liabilities | 0 | 0 |
Accretion expense | 66 | 63 |
Ending Balance | $ 1,245 | $ 1,179 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Tabular Form Of Change In The Contract With Customers Liability (Details) - Atlas Sand Company LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Beginning Balance | $ 2,000 | $ 0 |
Customer prepayments | 22,302 | 2,280 |
Revenue recognized | (24,302) | (280) |
Ending Balance | $ 0 | $ 2,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Raw materials | $ 343 | $ 290 | |
Work-in-process | 2,646 | 4,825 | |
Finished goods | 312 | 499 | |
Inventories, Net | $ 3,301 | 5,614 | |
Atlas Sand Company LLC [Member] | |||
Raw materials | 290 | $ 2 | |
Work-in-process | 4,825 | 2,747 | |
Finished goods | 499 | 450 | |
Inventories, Net | $ 5,614 | $ 3,199 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory reserve | $ 0 | $ 0 | |
Atlas Sand Company LLC [Member] | |||
Inventory reserve | $ 0 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Components of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 813,067 | $ 639,503 | |
Less: Accumulated depreciation and depletion | (113,049) | (97,979) | |
Property, plant and equipment, net | 700,018 | 541,524 | |
Plant facilities associated with productive, depletable properties | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 243,618 | 243,613 | |
Plant equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 270,493 | 251,122 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 3,009 | 3,009 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,871 | 1,407 | |
Computer and network equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,648 | 1,648 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 30,003 | 25,402 | |
Logistic equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 6,771 | 1,591 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 255,654 | 111,711 | |
Atlas Sand Company LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 639,503 | $ 530,295 | |
Less: Accumulated depreciation and depletion | (97,979) | (71,978) | |
Property, plant and equipment, net | 541,524 | 458,317 | |
Atlas Sand Company LLC [Member] | Plant facilities associated with productive, depletable properties | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 243,613 | 243,383 | |
Atlas Sand Company LLC [Member] | Plant equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 251,122 | 237,845 | |
Atlas Sand Company LLC [Member] | Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 3,009 | 3,009 | |
Atlas Sand Company LLC [Member] | Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,407 | 1,230 | |
Atlas Sand Company LLC [Member] | Computer and network equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,648 | 1,541 | |
Atlas Sand Company LLC [Member] | Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 25,402 | 24,763 | |
Atlas Sand Company LLC [Member] | Logistic equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,591 | 0 | |
Atlas Sand Company LLC [Member] | Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 111,711 | $ 18,524 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Impairment of long-lived assets | $ 0 | $ 0 | |||||
Atlas Sand Company LLC [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 100,000 | ||||
Accumulated Depreciation | 900,000 | ||||||
Capital lease obligation current | 1,500,000 | ||||||
Depreciation, Depletion and Accretion Expense | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 8,000,000 | 5,000,000 | 15,000,000 | $ 10,000,000 | |||
Depletion | 1,400,000 | 1,400,000 | 2,900,000 | 2,600,000 | |||
Depreciation, Depletion and Accretion Expense | Atlas Sand Company LLC [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | 22,100,000 | 19,400,000 | 17,500,000 | ||||
Depletion | 5,400,000 | 4,200,000 | 3,200,000 | ||||
Selling, General and Administrative Expense | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 400,000 | $ 300,000 | $ 700,000 | $ 600,000 | |||
Selling, General and Administrative Expense | Atlas Sand Company LLC [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 1,100,000 | 1,000,000 | 800,000 | ||||
Capital Leases | Atlas Sand Company LLC [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 400,000 | $ 300,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Total accrued liabilities | $ 51,380 | $ 30,630 | |
Atlas Sand Company LLC [Member] | |||
Accrued capital expenditures | 10,536 | $ 1,411 | |
Accrued personnel costs | 1,485 | 787 | |
Accrued production costs | 4,586 | 1,652 | |
Accrued royalties | 6,529 | 1,129 | |
Professional services | 1,263 | 592 | |
Sales and use tax payable | 2,144 | 1,099 | |
Other | 4,087 | 2,483 | |
Total accrued liabilities | $ 30,630 | $ 9,153 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Jul. 28, 2022 | May 16, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||||||
Amended operating lease right-of-use assets | $ 1.3 | |||||
Amended finance lease right-of-use assets | 3.2 | |||||
Amended operating lease, liability | 1.3 | |||||
Amended finance lease, liability | $ 3.2 | |||||
Lease commitments | $ 7 | |||||
Additional lease commitments | $ 3.5 | |||||
Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Amended operating lease right-of-use assets | $ 1.3 | |||||
Amended finance lease right-of-use assets | 3.2 | |||||
Amended operating lease, liability | 1.3 | |||||
Amended finance lease, liability | 3.2 | |||||
Lease commitments | 6.4 | |||||
Additional lease commitments | $ 6 | |||||
Capital lease obligation current | $ 1.5 | |||||
Atlas Sand Company LLC [Member] | Other Current Liabilities [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Capital lease obligation current | 0.3 | |||||
Atlas Sand Company LLC [Member] | Other Noncurrent Liabilities [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Capital lease obligation current | $ 0.3 | |||||
Maximum [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term of contract | 7 years | |||||
Maximum [Member] | Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term of contract | 7 years | |||||
Minimum [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term of contract | 4 years | |||||
Minimum [Member] | Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term of contract | 4 years | |||||
Stonebriar Commercial Finance Member | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease commitments | $ 34.1 | |||||
Stonebriar Commercial Finance Member | Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease commitments | $ 16.8 | |||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 8% | 8% | ||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 8% | 8% | ||||
Transportation and Logistics Equipment Member | Stonebriar Commercial Finance Member | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Purchases of dredges and related equipment | $ 70 | |||||
Transportation and Logistics Equipment Member | Stonebriar Commercial Finance Member | Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Purchases of dredges and related equipment | $ 70 | |||||
Dredges and Related Equipment Member | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Purchases of dredges and related equipment | $ 10 | |||||
Dredges and Related Equipment Member | Atlas Sand Company LLC [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Purchases of dredges and related equipment | $ 10 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Amortization of right-of-use assets | $ 1,973 | $ 255 | $ 3,440 | $ 456 | |
Interest on lease liabilities | 822 | 69 | 1,397 | 119 | |
Operating lease cost | 272 | 227 | 534 | 612 | |
Variable lease cost | 87 | 159 | 298 | 342 | |
Short-term lease cost | 6,571 | 2,261 | 12,362 | 3,390 | |
Total lease cost | $ 9,725 | $ 2,971 | $ 18,031 | $ 4,919 | |
Atlas Sand Company LLC [Member] | |||||
Amortization of right-of-use assets | $ 2,027 | ||||
Interest on lease liabilities | 666 | ||||
Operating lease cost | 1,085 | ||||
Variable lease cost | 706 | ||||
Short-term lease cost | 12,576 | ||||
Total lease cost | $ 17,060 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating cash outflows from operating leases | $ 289 | $ 285 | $ 575 | $ 726 | |||
Operating cash outflows from finance leases | 822 | 70 | 1,397 | 119 | |||
Financing cash outflows from finance leases | 962 | 218 | 1,700 | 393 | |||
Operating leases | 559 | 0 | 559 | 5,384 | |||
Finance leases | $ 13,274 | $ 0 | $ 20,876 | $ 3,951 | |||
Atlas Sand Company LLC [Member] | |||||||
Operating cash outflows from operating leases | $ 1,305 | ||||||
Operating cash outflows from finance leases | 666 | ||||||
Financing cash outflows from finance leases | 1,010 | $ 423 | $ 318 | ||||
Operating leases | 6,245 | ||||||
Finance leases | $ 21,201 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term: | ||
Operating leases | 4 years 1 month 6 days | 4 years 6 months |
Finance leases | 5 years 1 month 6 days | 5 years 3 months 18 days |
Weighted-average discount rate: | ||
Operating leases | 4.70% | 4.30% |
Finance leases | 9.40% | 9.40% |
Atlas Sand Company LLC [Member] | ||
Weighted-average remaining lease term: | ||
Operating leases | 4 years 6 months | |
Finance leases | 5 years 3 months 18 days | |
Weighted-average discount rate: | ||
Operating leases | 4.30% | |
Finance leases | 9.40% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments of Operating and Finance Leases Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finance, Reminder of 2023 | $ 5,089 | |
Finance, 2023 / 2024 | 10,255 | |
Finance, 2024 / 2025 | 10,168 | |
Finance, 2025 / 2026 | 10,168 | |
Finance, 2026 / 2027 | 6,458 | |
Finance, Thereafter | 7,689 | |
Finance, Total lease payments | 49,827 | |
Finance, Less imputed interest | 10,497 | |
Finance, Total | 39,330 | |
Operating, Reminder of 2023 | 737 | |
Operating, 2023 / 2024 | 1,443 | |
Operating, 2024 / 2025 | 1,474 | |
Operating, 2025 / 2026 | 1,414 | |
Operating, 2026 / 2027 | 815 | |
Operating, Thereafter | 11 | |
Operating, Total lease payments | 5,894 | |
Operating, Less imputed interest | 527 | |
Operating, Total | $ 5,367 | |
Atlas Sand Company LLC [Member] | ||
Finance, 2023 / 2024 | $ 4,976 | |
Finance, 2024 / 2025 | 5,051 | |
Finance, 2025 / 2026 | 4,964 | |
Finance, 2026 / 2027 | 4,964 | |
Finance, 2027 | 2,876 | |
Finance, Thereafter | 3,015 | |
Finance, Total lease payments | 25,846 | |
Finance, Less imputed interest | (5,691) | |
Finance, Total | 20,155 | |
Operating, 2023 / 2024 | 1,291 | |
Operating, 2024 / 2025 | 1,312 | |
Operating, 2025 / 2026 | 1,342 | |
Operating, 2026 / 2027 | 1,281 | |
Operating, 2027 | 681 | |
Operating, Thereafter | 0 | |
Operating, Total lease payments | 5,907 | |
Operating, Less imputed interest | (538) | |
Operating, Total | $ 5,369 |
Leases - Schedule Of Supplement
Leases - Schedule Of Supplemental Balance Sheet Related To Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Leases: | ||
Operating Lease, Liability, Current | $ 1,205 | $ 1,082 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Operating Lease, Liability, Noncurrent | $ 4,162 | $ 4,287 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance Leases: | ||
Finance Lease, Liability, Current | $ 6,851 | $ 3,213 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Finance Lease, Liability, Noncurrent | $ 32,479 | $ 16,942 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Atlas Sand Company LLC [Member] | ||
Operating Leases: | ||
Operating Lease, Liability, Current | $ 1,082 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | |
Operating Lease, Liability, Noncurrent | $ 4,287 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Finance Leases: | ||
Finance Lease, Liability, Current | $ 3,213 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | |
Finance Lease, Liability, Noncurrent | $ 16,942 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Debt - Summary of Components of
Debt - Summary of Components of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Term Loan Credit Facility | $ 132,422 | $ 148,995 | $ 177,539 |
Less: Debt discount, net of accumulated amortization | (1,015) | (1,254) | (1,711) |
Less: Deferred financing fees, net of accumulated amortization | (460) | (567) | (553) |
Less: Current portion | (29,746) | (20,586) | (15,563) |
Long-term debt | $ 101,201 | $ 126,588 | $ 159,712 |
Debt - Summary of Components _2
Debt - Summary of Components of Debt (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
Debt discount, net of accumulated amortization | $ 785 | $ 546 | $ 89 |
Deferred financing fees, net of accumulated amortization | $ 356 | $ 248 | $ 29 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Jul. 31, 2023 USD ($) MonthlyInstalments $ / shares | May 31, 2023 USD ($) $ / shares | May 08, 2023 USD ($) $ / shares | Feb. 22, 2023 USD ($) | Oct. 25, 2021 USD ($) | Oct. 20, 2021 USD ($) | Dec. 14, 2018 USD ($) | Jan. 30, 2018 USD ($) shares | Jan. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 | Apr. 30, 2023 USD ($) | Mar. 23, 2021 USD ($) | Jul. 07, 2020 USD ($) | Apr. 24, 2020 USD ($) | Apr. 13, 2020 USD ($) | Jun. 30, 2019 | Jun. 28, 2019 USD ($) | Jun. 20, 2019 USD ($) | Apr. 03, 2019 USD ($) shares | Apr. 01, 2019 USD ($) | |
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Credit facility, maturity date | Dec. 14, 2023 | |||||||||||||||||||||||||||
Dividend Payable | $ 15,000,000 | $ 4,100,000 | ||||||||||||||||||||||||||
Fixed charge coverage ratio | 1 | |||||||||||||||||||||||||||
Ratio of indebtness to capital | 4 | |||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Annualized leverage ratio | 1 | |||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Annualized leverage ratio | 2 | |||||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Dividend Payable | $ 20,000,000 | $ 15,000,000 | ||||||||||||||||||||||||||
Subsequent Event | Base Rate [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.15 | |||||||||||||||||||||||||||
2023 ABL Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||||||||||
Credit facility, maturity date | Feb. 22, 2028 | |||||||||||||||||||||||||||
Minimum availability covenant percent | 12.50% | |||||||||||||||||||||||||||
Minimum availability covenant | $ 7,500,000 | |||||||||||||||||||||||||||
Fixed charge coverage ratio, Minimum | 1 | |||||||||||||||||||||||||||
Fixed charge coverage ratio, maximum | 1 | |||||||||||||||||||||||||||
Line of credit, liquidity threshold | 30,000,000 | |||||||||||||||||||||||||||
Divident payment required | $ 7,500,000 | |||||||||||||||||||||||||||
Outstanding borrowings | 0 | 0 | ||||||||||||||||||||||||||
Debt interest expense | 100,000 | 100,000 | ||||||||||||||||||||||||||
Remaining borrowing capacity | $ 73,900,000 | 73,900,000 | ||||||||||||||||||||||||||
2023 ABL Credit Facility | Line Of Credit | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 75,000,000 | |||||||||||||||||||||||||||
2018 ABL Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000,000 | |||||||||||||||||||||||||||
Credit facility, maturity date | Dec. 14, 2023 | |||||||||||||||||||||||||||
Letters of credit outstanding amount | $ 1,100,000 | $ 600,000 | ||||||||||||||||||||||||||
Debt interest expense | $ 200,000 | |||||||||||||||||||||||||||
Commitment fee percentage | 0.375% | |||||||||||||||||||||||||||
Remaining borrowing capacity | 0 | $ 0 | ||||||||||||||||||||||||||
Line of credit | $ 0 | |||||||||||||||||||||||||||
Swing line loans outstanding | 0 | 0 | ||||||||||||||||||||||||||
Line of credit current borrowing capacity | $ 48,900,000 | $ 35,000,000 | ||||||||||||||||||||||||||
Line of credit as a percentage of market value of inventory | 75% | |||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | 70% | |||||||||||||||||||||||||||
Percentage of liquidation value of inventory component of borrowing base | 85% | |||||||||||||||||||||||||||
Interest expenses | $ 200,000 | $ 200,000 | $ 300,000 | |||||||||||||||||||||||||
Excess credit as a percentage of maximum credit minimum threshold | 12.50% | |||||||||||||||||||||||||||
Excess credit availability minimum | $ 5,000,000 | |||||||||||||||||||||||||||
2018 ABL Credit Facility | Minimum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Line of credit borrowing base as a percentage of debtors | 85% | |||||||||||||||||||||||||||
Percentage of debtors borrowing base component | 85% | |||||||||||||||||||||||||||
2018 ABL Credit Facility | Minimum | Base Rate [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 0.50% | |||||||||||||||||||||||||||
2018 ABL Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 1.50% | |||||||||||||||||||||||||||
2018 ABL Credit Facility | Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Line of credit borrowing base as a percentage of debtors | 90% | |||||||||||||||||||||||||||
Percentage of debtors borrowing base component | 90% | |||||||||||||||||||||||||||
2018 ABL Credit Facility | Maximum | Base Rate [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 2% | |||||||||||||||||||||||||||
2018 ABL Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 2% | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Loans outstanding at a fixed interest rate | 13% | |||||||||||||||||||||||||||
Maturity date of long term debt | Jan. 30, 2023 | |||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000,000 | |||||||||||||||||||||||||||
Repaid amount | $ 171,000,000 | |||||||||||||||||||||||||||
Interest expenses | $ 18,900,000 | $ 23,600,000 | ||||||||||||||||||||||||||
Percentage of interest payment In kind | 50% | |||||||||||||||||||||||||||
Percentage of aggregate outstanding principal payments | 1% | |||||||||||||||||||||||||||
Percentage of increase in outstanding principal payments | 5% | |||||||||||||||||||||||||||
Write off debt issuance costs | 11,900,000 | |||||||||||||||||||||||||||
Debt extinguishment fees or prepayment penalty | $ 4,500,000 | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Prior to January 30, 2021 | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Percentage of line of credit facility prepaid payment principal | 7% | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Thereafter and Prior to January 30, 2021 | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Percentage of line of credit facility prepaid payment principal | 3% | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Occurance Of Initial Public Offering | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Percentage of line of credit facility prepaid payment principal | 1% | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Class D Units | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 41,299,845 | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Minimum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Loans outstanding at a fixed interest rate | 10% | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Loans outstanding at a fixed interest rate | 13% | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Principal Payment | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Repaid amount | 143,100,000 | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Paid In Kind Borrowings | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Repaid amount | 22,200,000 | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Whole Premium | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Repaid amount | 4,500,000 | |||||||||||||||||||||||||||
2018 Term Loan Credit Facility | Accrued Interest | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Repaid amount | $ 1,200,000 | |||||||||||||||||||||||||||
2018 ABL Credit Facility Amendment 4 | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Line of credit borrowing base as a percentage of debtors | 90% | |||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | 70% | |||||||||||||||||||||||||||
Percentage of liquidation value of inventory component of borrowing base | 85% | |||||||||||||||||||||||||||
Debt instrument, collateral amount | $ 25,000,000 | |||||||||||||||||||||||||||
Line of credit as a percentage of pledged cash | 100% | |||||||||||||||||||||||||||
2018 Asset Based Loan Credit Facility Amendment One | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,300,000 | $ 12,200,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||
Remaining borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||||||||
2018 Asset Based Loan Credit Facility Amendment One | Class D Units | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 4,192,460 | |||||||||||||||||||||||||||
2018 Asset Based Loan Credit Facility Amendment Four | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 10,000,000 | |||||||||||||||||||||||||||
Operating Units | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.15 | $ 0.15 | ||||||||||||||||||||||||||
Dividend Payable | $ 2,300,000 | |||||||||||||||||||||||||||
Operating Units | Subsequent Event | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | 0.2 | |||||||||||||||||||||||||||
Atlas Sand Company LLC [Member] | Minimum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Commitment fee percentage | 0.375% | |||||||||||||||||||||||||||
Atlas Sand Company LLC [Member] | Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Commitment fee percentage | 0.50% | |||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Cash dividends paid as percentage of net proceeds | 10% | |||||||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.15 | |||||||||||||||||||||||||||
Common Class A [Member] | Subsequent Event | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.05 | $ 0.15 | ||||||||||||||||||||||||||
2021 Term Loan Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Loans outstanding at a fixed interest rate | 8.47% | 8.47% | 8.47% | |||||||||||||||||||||||||
Maturity date of long term debt | Oct. 01, 2027 | |||||||||||||||||||||||||||
Repayment description | The 2021 Term Loan Credit Facility is guaranteed on a secured basis and interest, plus principal, was initially payable in seventy-two consecutive monthly installments. | The 2021 Term Loan Credit Facility is guaranteed on a secured basis and interest, plus principal, is payable in seventy-two consecutive monthly installments. | ||||||||||||||||||||||||||
Prepayment Principal Amount Percentage | 100% | |||||||||||||||||||||||||||
Prepayment fee percentage | 2% | |||||||||||||||||||||||||||
Prepayment fee percentage, thereafter | 1% | 1% | ||||||||||||||||||||||||||
Credit facility agreement, average liquidity | $ 20,000,000 | |||||||||||||||||||||||||||
Aggregate principal amount | 180,000,000 | |||||||||||||||||||||||||||
Line of credit outstanding amount | $ 5,000,000 | |||||||||||||||||||||||||||
Line of credit, covenant terms | The 2021 Term Loan Credit Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain restricted payments. The 2021 Term Loan Credit Facility is not subject to financial covenants unless $5.0 million or more in aggregate is outstanding under the 2023 ABL Credit Agreement (as defined below), at which time a minimum average liquidity balance of $20.0 million must be maintained. | The 2021 Term Loan Credit Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain restricted payments. The 2021 Term Loan Credit Facility is not subject to financial covenants unless greater than $5.0 million or more in aggregate is outstanding under the Company’s ABL Credit Agreement and for which a minimum average liquidity balance of $20.0 million must be maintained. | ||||||||||||||||||||||||||
Cash balance | $ 30,000,000 | $ 30,000,000 | ||||||||||||||||||||||||||
Repaid amount | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 | $ 5,000,000 | $ 12,600,000 | |||||||||||||||||||||||
2021 Term Loan Credit Facility | Minimum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Prepayment fee percentage, thereafter | 2% | |||||||||||||||||||||||||||
2021 Term Loan Credit Facility | Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Prepayment fee percentage | 3% | |||||||||||||||||||||||||||
2021 Term Loan Credit Facility | Subsequent Event | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Repaid amount | $ 3,800,000 | $ 3,800,000 | ||||||||||||||||||||||||||
2021 Term Loan Credit Facility | Atlas Sand Company LLC [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Proceeds from equity method investment, distribution | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | $ 45,000,000 | |||||||||||||||||||||||
Letter Of Credit | 2023 ABL Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 25,000,000 | 7,500,000 | 7,500,000 | |||||||||||||||||||||||||
Letters of credit outstanding amount | 1,100,000 | $ 1,100,000 | ||||||||||||||||||||||||||
Letter Of Credit | 2018 ABL Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | 10,000,000 | |||||||||||||||||||||||||||
SOFR Loan | 2023 ABL Credit Facility | Minimum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 1.50% | |||||||||||||||||||||||||||
Interest rate margin percentage | 0.50% | |||||||||||||||||||||||||||
SOFR Loan | 2023 ABL Credit Facility | Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 2% | |||||||||||||||||||||||||||
Interest rate margin percentage | 1% | |||||||||||||||||||||||||||
2023 Term Loan Credit Facility | Maximum | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,500,000 | $ 7,500,000 | ||||||||||||||||||||||||||
Swing Line Loans [Member] | 2018 ABL Credit Facility | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,500,000 | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument prepayment as a percentage of principal | 100% | |||||||||||||||||||||||||||
Minimum liquidity required to be maintained | $ 30,000 | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | On Or Before Thirty First December Two Thousand And Twenty Four [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 8% | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | On Or After Thirty First December Two Thousand And Twenty Four And Before Thirty First December Two Thousand And Twenty Five [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 4% | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | On Or After Thirty First December Two Thousand And Twenty Five And Before Thirty First December Two Thousand And Twenty Six [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 3% | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | After Thirty First December Two Thousand And Twenty Six [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument prepayment penalty percentage | 2% | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | Initial Term Loan [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument face value | $ 180,000,000 | |||||||||||||||||||||||||||
Debt instrument number of monthly instalments | MonthlyInstalments | 84 | |||||||||||||||||||||||||||
Debt instrument latest maturity date | Aug. 01, 2030 | |||||||||||||||||||||||||||
Long term debt bearing fixed interest rate percentage | 9.50% | |||||||||||||||||||||||||||
Atlas LLC [Member] | 2023 Term Loan Credit Facility | Subsequent Event | Delayed Draw Term Loans [Member] | ||||||||||||||||||||||||||||
Percentage of cost of inventory borrowing base component | ||||||||||||||||||||||||||||
Debt instrument variable interest spread percentage | 5.95% | |||||||||||||||||||||||||||
Debt instrument face value | $ 100,000,000 | |||||||||||||||||||||||||||
Debt instrument latest maturity date | Jan. 01, 2025 | |||||||||||||||||||||||||||
Monthly instalments as a percentage of aggregate loan amount | 80% | |||||||||||||||||||||||||||
Debt instrument balloon payment percentage | 20% |
Debt - Summary Of Future Princi
Debt - Summary Of Future Principal Payment Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
2023 | $ 20,586 | ||
2024 | 35,457 | ||
2025 | 38,611 | ||
2026 | 42,012 | ||
2027 | 12,329 | ||
Total | $ 132,422 | $ 148,995 | $ 177,539 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2023 | Mar. 31, 2023 | Apr. 30, 2022 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Payment purchase transportation and logistics equipment | $ 11.9 | $ 8.5 | |||||||||
Expected use of IPO proceeds | $ 291.2 | ||||||||||
Purchase Commitment Dated March 23, 2022 | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Payment purchase transportation and logistics equipment | $ 26.2 | $ 5.2 | |||||||||
2018 ABL Credit Facility | Standby Letters Of Credit | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Letters of credit outstanding amount | $ 1.1 | ||||||||||
2023 ABL Credit Facility | Standby Letters Of Credit | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Letters of credit outstanding amount | $ 1.1 | $ 1.1 | |||||||||
Maximum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Percentage of cost of sales | 10% | 15% | |||||||||
Purchase obligation expected term of use of proceeds | 17 months | ||||||||||
Minimum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Percentage of cost of sales | 5% | 10% | |||||||||
Purchase obligation expected term of use of proceeds | 15 months | ||||||||||
Royalty Agreements | Minimum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Minimum payment for royalty agreement | $ 1 | ||||||||||
Atlas Sand Company LLC [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Payment purchase transportation and logistics equipment | $ 11.9 | $ 8.5 | |||||||||
Atlas Sand Company LLC [Member] | Purchase Commitment Dated March 23, 2022 | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Payment purchase transportation and logistics equipment | $ 26.2 | $ 5.2 | |||||||||
Atlas Sand Company LLC [Member] | 2018 ABL Credit Facility | Standby Letters Of Credit | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Letters of credit outstanding amount | $ 1.1 | $ 0.6 | |||||||||
Atlas Sand Company LLC [Member] | Maximum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Percentage of cost of sales | 15% | ||||||||||
Atlas Sand Company LLC [Member] | Minimum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Percentage of cost of sales | 10% | 10% | 10% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
May 22, 2023 | Mar. 13, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2023 | May 28, 2018 | Sep. 15, 2017 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Stock and unit-based compensation | $ 1,624,000 | $ 178,000 | $ 2,246,000 | $ 383,000 | ||||||||
Restricted Stock Units | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Unamortized compensation expense | 3,800,000 | $ 3,800,000 | ||||||||||
Weighted average remaining vesting period | 1 year 7 months 6 days | |||||||||||
Granted (in shares) | 28,217 | 260,722 | 288,939 | |||||||||
Granted (per share) | $ 17.72 | $ 15.99 | $ 16.16 | |||||||||
Stock and unit-based compensation | 700,000 | $ 800,000 | ||||||||||
Performance Share Units | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Unamortized compensation expense | 8,500,000 | $ 8,500,000 | ||||||||||
Weighted average remaining vesting period | 2 years 6 months | |||||||||||
Granted (in shares) | 490,167 | |||||||||||
Granted (per share) | $ 20.19 | |||||||||||
Stock and unit-based compensation | $ 900,000 | $ 1,100,000 | ||||||||||
Performance Share Units | Minimum | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Percentage of number of units vested | 0% | |||||||||||
Performance Share Units | Maximum | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Percentage of number of units vested | 200% | |||||||||||
Long term incentive plan member | Common Class A [Member] | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares reserved for issuance | 9,507,255 | 9,507,255 | 10,270,000 | |||||||||
ASMC incentive plan | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Stock and unit-based compensation | $ 100,000 | 100,000 | $ 100,000 | 100,000 | ||||||||
Unrecognized unit based compensation expense | 0 | 0 | ||||||||||
ASCO incentive plan | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares reserved for issuance | 149,425 | |||||||||||
Stock and unit-based compensation | 200,000 | $ 100,000 | 200,000 | $ 300,000 | ||||||||
Unrecognized unit based compensation expense | $ 0 | $ 0 | ||||||||||
ASCO incentive plan | Scenario Previously Reported Member | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares reserved for issuance | 100,000 | |||||||||||
Atlas Sand Company LLC [Member] | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Stock and unit-based compensation | $ 678,000 | $ 129,000 | $ 2,545,000 | |||||||||
Atlas Sand Company LLC [Member] | ASMC incentive plan | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Stock and unit-based compensation | 200,000 | 200,000 | 900,000 | |||||||||
Unrecognized unit based compensation expense | 100,000 | |||||||||||
Atlas Sand Company LLC [Member] | ASCO incentive plan | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares reserved for issuance | 149,425 | |||||||||||
Stock and unit-based compensation | 400,000 | $ 100,000 | $ 1,600,000 | |||||||||
Unrecognized unit based compensation expense | $ 200,000 | |||||||||||
Atlas Sand Company LLC [Member] | ASCO incentive plan | Scenario Previously Reported Member | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares reserved for issuance | 100,000 | |||||||||||
Atlas Sand Company LLC [Member] | ASMC plan and ASCO incentive plan | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Weighted average remaining vesting period | 1 year 2 months 12 days |
Stock-Based Compensations - Sum
Stock-Based Compensations - Summary of Nonvested Stock Shares Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||
May 22, 2023 | Mar. 13, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 28,217 | 260,722 | 288,939 | ||
Vested (in shares) | (16,944) | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 271,995 | 0 | |||
Beginning balance (per share) | $ 0 | ||||
Granted (per share) | $ 17.72 | $ 15.99 | 16.16 | ||
Vested (per share) | 15.99 | ||||
Forfeited (per share) | 0 | ||||
Ending balance (per share) | $ 16.17 | $ 0 | |||
Performance Share Units | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 490,167 | ||||
Vested (in shares) | (584) | ||||
Forfeited (in shares) | (16,360) | ||||
Ending balance (in shares) | 473,223 | 0 | |||
Beginning balance (per share) | $ 0 | ||||
Granted (per share) | 20.19 | ||||
Vested (per share) | 20.19 | ||||
Forfeited (per share) | 20.19 | ||||
Ending balance (per share) | $ 20.19 | $ 0 | |||
Class P Units [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Beginning balance (in shares) | 3,533 | ||||
Granted (in shares) | 0 | ||||
Vested (in shares) | (3,533) | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 0 | 3,533 | |||
Beginning balance (per share) | $ 151.57 | ||||
Granted (per share) | 0 | ||||
Vested (per share) | 151.57 | ||||
Forfeited (per share) | 0 | ||||
Ending balance (per share) | $ 0 | $ 151.57 | |||
Atlas Sand Company LLC [Member] | ASCO incentive plan | Class P Units [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Beginning balance (in shares) | 3,533 | 2,833 | 2,500 | ||
Granted (in shares) | 2,200 | 2,500 | |||
Vested (in shares) | (1,500) | (2,167) | |||
Forfeited (in shares) | 0 | 0 | |||
Ending balance (in shares) | 3,533 | 2,833 | |||
Beginning balance (per share) | $ 151.57 | $ 151.57 | $ 151.57 | ||
Granted (per share) | 151.57 | 0 | |||
Vested (per share) | 151.57 | 151.57 | |||
Forfeited (per share) | 0 | 0 | |||
Ending balance (per share) | $ 151.57 | $ 151.57 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 13, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||||||||
Texas franchise tax (as a percent) | 0.75% | ||||||||
Effective income tax rate (as a percent) | 8.70% | 8.70% | |||||||
Percentage of domestic federal statutory tax rate applicable to pretax income (loss) | 21% | 21% | |||||||
Income tax expense | $ 5,054 | $ 593 | $ 12,731 | $ 818 | |||||
Atlas Sand Company LLC [Member] | |||||||||
Income Tax Disclosure [Line Items] | |||||||||
Percentage of domestic federal statutory tax rate applicable to pretax income (loss) | 0% | 0% | 0% | ||||||
Income tax expense | $ 1,856 | $ 831 | $ 372 | ||||||
Deferred tax liability contributed assets | $ 900 | ||||||||
IPO [Member] | |||||||||
Income Tax Disclosure [Line Items] | |||||||||
Deferred tax liabilities | $ 27,500 | ||||||||
Common Class A [Member] | |||||||||
Income Tax Disclosure [Line Items] | |||||||||
Shares issued price per share | $ 18 | $ 18 | |||||||
Common Class A [Member] | IPO [Member] | |||||||||
Income Tax Disclosure [Line Items] | |||||||||
Shares issued price per share | $ 18 | $ 18 | |||||||
Number of units issued | 18,000,000 | 18,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred income tax provision: | |||||||
Income tax provision | $ 5,054 | $ 593 | $ 12,731 | $ 818 | |||
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||||||
Income before income taxes | $ 76,265 | $ 69,114 | $ 146,847 | $ 90,185 | |||
Atlas Sand Company LLC [Member] | |||||||
Current income tax provision: | |||||||
Federal | $ 0 | $ 0 | $ 0 | ||||
State | 1,858 | 471 | (294) | ||||
Total current income tax provision (benefit) | 1,858 | 471 | (294) | ||||
Deferred income tax provision: | |||||||
Federal | 0 | 0 | 0 | ||||
State | (2) | 360 | 666 | ||||
Total deferred income tax provision (benefit) | (2) | 360 | 666 | ||||
Income tax provision | 1,856 | 831 | 372 | ||||
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||||||
Income before income taxes | 218,862 | 5,089 | (34,070) | ||||
Income tax expense at the federal statutory rate | 0 | 0 | 0 | ||||
State income tax expense | $ 1,856 | $ 831 | $ 372 | ||||
Effective tax rate | 0.80% | 16.30% | (1.10%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - Atlas Sand Company LLC [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Other | $ 0 | $ 0 |
Total deferred tax assets | 0 | 0 |
Deferred tax liabilities: | ||
Depreciable and depletable assets | 1,906 | 1,908 |
Other | 0 | 0 |
Total deferred tax liabilities | $ 1,906 | $ 1,908 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Summary of Adjustments to the Value of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | |||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interest, Beginning balance | $ 771,345 | [1] | $ 0 | |
$0.15/unit distribution to Atlas Sand Operating, LLC unitholders | (6,428) | [1] | (6,428) | |
Other distributions to redeemable non-controlling interest unitholders | (1,777) | [1] | (1,777) | |
Redeemable noncontrolling interest, Ending balance | [1] | 802,443 | 802,443 | |
Post-IPO [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Net income attribution post-IPO | $ 39,303 | [1] | $ 39,303 | |
[1]Based on the Operating Units held by the Legacy Owners who also hold 42,852,499 shares of Class B common stock and a Class A common stock price of $18.00 on the date on which we consummated the IPO |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest - Summary of Adjustments to the Value of Redeemable Noncontrolling Interest (Parenthetical) (Details) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
Redeemable Noncontrolling Interest [Line Items] | ||
Distribution To Unitholders Per Share | $ 0.15 | |
Common Class B [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Common stock, shares outstanding | 42,852,499 | 0 |
Common Class A [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Common stock, shares outstanding | 57,147,501 | 0 |
Shares Issued, Price Per Share | $ 18 |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interest - Additional Information (Details) | Jun. 30, 2023 |
Legacy Owners | |
Noncontrolling Interest [Line Items] | |
Economic interest | 42.90% |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income | $ 71,211 | $ 68,521 | $ 134,116 | $ 89,367 |
Less: Pre-IPO net income attributable to Atlas Sand Company, LLC | 0 | 54,561 | ||
Less: Net income attributable to redeemable noncontrolling interest | 32,693 | 39,303 | ||
Net income attributable to Atlas Energy Solutions, Inc. | $ 38,518 | $ 40,252 | $ 89,367 | |
Denominator: | ||||
Basic weighted average shares outstanding | 57,148 | 57,148 | ||
Dilutive potential of restricted stock units | 272 | 272 | ||
Diluted weighted average shares outstanding | 57,420 | 57,420 | ||
Basic EPS attributable to Class A stockholders | $ 0.67 | $ 0.7 | ||
Diluted EPS attributable to Class A stockholders | $ 0.67 | $ 0.7 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Common Class A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares outstanding | 57,147,501 | 0 |
Common Class B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares outstanding | 42,852,499 | 0 |
Performance Based Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Granted (in shares) | 473,223,000 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 10, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts payable - related parties | $ 177,000 | $ 177,000 | $ 154,000 | |||||
Legacy Owners | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Operating interest percentage | 42.90% | 42.90% | ||||||
Class A and Class B Member | Common Stock [Member] | Legacy Owners | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Operating interest percentage | 38.40% | 38.40% | ||||||
Brigham oil & gas, LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Related-party accounts receivable | $ 0 | $ 0 | 900,000 | |||||
Brigham land management LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Related Party Aggregate Payments | 300,000 | $ 200,000 | 500,000 | $ 500,000 | ||||
Accounts payable - related parties | 100,000 | 100,000 | 100,000 | |||||
Brigham earth, LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Related Party Aggregate Payments | 100,000 | $ 200,000 | 200,000 | $ 400,000 | ||||
Accounts payable - related parties | 0 | 0 | 100,000 | |||||
Anthem ventures, LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Related Party Aggregate Payments | 100,000 | 200,000 | ||||||
Accounts payable - related parties | 100,000 | 100,000 | 0 | |||||
Related party accounts payable outstanding | de minimis | de minimis | ||||||
Good Mood LLC [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts payable - related parties | $ 0 | $ 0 | 0 | |||||
Related party accounts payable outstanding | de minimis | de minimis | de minimis | de minimis | ||||
Atlas Sand Company LLC [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts payable - related parties | 154,000 | $ 617,000 | ||||||
Accounts payable, related parties | 200,000 | 600,000 | ||||||
Atlas Sand Company LLC [Member] | Executive [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Revenue from related parties | $ 800,000 | |||||||
Atlas Sand Company LLC [Member] | Counterparty Controlle Entity Board of Managers [Member] | Lodging Facility and Related Assets [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Asset acquisition, consideration transferred | $ 7,000,000 | |||||||
Atlas Sand Company LLC [Member] | Counterparty Controlle Entity Board of Managers [Member] | Lodging facility [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Operating lease expense | 0 | 1,500,000 | 1,500,000 | |||||
Atlas Sand Company LLC [Member] | Customer Controlled by Entitys Board of Managers [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Revenue from related parties | 900,000 | 0 | ||||||
Due from related parties | 900,000 | 100,000 | ||||||
Atlas Sand Company LLC [Member] | Entity [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 2,400,000 | 2,000,000 | $ 1,200,000 | |||||
Atlas Sand Company LLC [Member] | Joint Development Agreement [Member] | Customer Controlled by Entitys Board of Managers [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Revenue from related parties | $ 0 | $ 200,000 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 31, 2023 USD ($) $ / shares shares | May 31, 2023 USD ($) $ / shares | May 08, 2023 USD ($) $ / shares | Jan. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2018 shares | Apr. 30, 2023 USD ($) | Jun. 30, 2022 shares | Feb. 03, 2022 $ / shares shares | Apr. 03, 2019 shares | Jun. 30, 2018 $ / shares shares | |
Dividend declared | $ 0.15 | |||||||||||||||||
Dividend Payable | $ | $ 15,000 | $ 4,100 | ||||||||||||||||
Atlas Sand Company LLC [Member] | ||||||||||||||||||
Cash distribution paid to unit-holder of limited liability company | $ | $ 45,024 | $ 10,000 | $ 3 | |||||||||||||||
Atlas Sand Company LLC [Member] | Atlas Sand Company, LLC unitholders [Member] | ||||||||||||||||||
Proceeds from contributed capital | $ | $ 12,600 | |||||||||||||||||
2021 Term Loan Credit Facility | ||||||||||||||||||
Repaid amount | $ | $ 3,800 | $ 3,800 | $ 3,800 | $ 5,000 | $ 12,600 | |||||||||||||
2018 Loan Credit Facility [Member] | Lender Warrants [Member] | Atlas Sand Company LLC [Member] | ||||||||||||||||||
Number of units into which the class of warrant or right may be converted | shares | 4,192,460 | 41,299,845 | ||||||||||||||||
Exercise price per share or per unit of warrants or rights | $ 0.01 | |||||||||||||||||
Operating Units [Member] | ||||||||||||||||||
Dividends declared (in dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||||
Dividend declared | $ 0.15 | |||||||||||||||||
Dividend Payable | $ | $ 2,300 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||
Dividend Payable | $ | $ 20,000 | $ 15,000 | ||||||||||||||||
Subsequent Event | New Atlas Common Stock [Member] | PubCo Merger [Member] | ||||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | |||||||||||||||||
Conversion of shares | shares | 1 | |||||||||||||||||
Subsequent Event | Base Rate [Member] | ||||||||||||||||||
Dividends declared (in dollars per share) | $ 0.15 | |||||||||||||||||
Subsequent Event | 2021 Term Loan Credit Facility | ||||||||||||||||||
Repaid amount | $ | $ 3,800 | $ 3,800 | ||||||||||||||||
Subsequent Event | Operating Units [Member] | ||||||||||||||||||
Dividends declared (in dollars per share) | 0.2 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Common stock, shares outstanding | shares | 57,147,501 | 0 | ||||||||||||||||
Voting rights per share | Vote | 1 | |||||||||||||||||
Dividends declared (in dollars per share) | $ 0.15 | |||||||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | |||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | |||||||||||||||||
Shares issued price per share | $ 18 | |||||||||||||||||
Common stock, shares issued | shares | 57,147,501 | |||||||||||||||||
Common Class A [Member] | Atlas Energy Solution INC [Member] | ||||||||||||||||||
Common stock, shares outstanding | shares | 1,000 | |||||||||||||||||
Common stock, shares authorized | shares | 1,000 | |||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | |||||||||||||||||
Shares issued price per share | $ 10 | |||||||||||||||||
Common stock, shares issued | shares | 1,000 | 1,000 | ||||||||||||||||
Common Class A [Member] | Subsequent Event | ||||||||||||||||||
Dividends declared (in dollars per share) | $ 0.05 | $ 0.15 | ||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Common stock, shares outstanding | shares | 42,852,499 | 0 | ||||||||||||||||
Voting rights per share | Vote | 1 | |||||||||||||||||
Common stock, shares authorized | shares | 500,000,000 | |||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | |||||||||||||||||
Common stock, shares issued | shares | 42,852,499 | |||||||||||||||||
Class D Units [Member] | 2018 Loan Credit Facility [Member] | Lender Warrants [Member] | Atlas Sand Company LLC [Member] | ||||||||||||||||||
Stock issued during period, shares on exercise of warrants | shares | 2,515,470 | 41,299,845 | ||||||||||||||||
Number of warrants or rights outstanding | shares | 0 | 0 | 0 | |||||||||||||||
ClassA and ClassD unitholders [Member] | Atlas Sand Company LLC [Member] | ||||||||||||||||||
Cash distribution paid to unit-holder of limited liability company | $ | $ 15,000 | $ 15,000 | $ 15,000 | $ 10,000 | ||||||||||||||
ClassA and ClassD unitholders [Member] | Subsequent Event | Atlas Sand Company LLC [Member] | ||||||||||||||||||
Cash distribution paid to unit-holder of limited liability company | $ | $ 15,000 |